8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 18, 2017

AARON’S, INC.

(Exact name of Registrant as Specified in Charter)

Georgia	1-13941	58-0687630
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Galleria Parkway SE, Suite 300
Atlanta, Georgia	30339-3194
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (678) 402-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Credit Facility

On September 18, 2017, Aaron’s, Inc. (the “Company”) entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement with SunTrust Bank, as administrative agent, and certain other financial institutions as lenders (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement amends and restates the Company’s existing Amended and Restated Revolving Credit and Term Loan Agreement dated as of April 14, 2014, as previously amended (the “Prior Credit Agreement”), to, among other things, (i) extend the maturity date from December 9, 2019 to September 18, 2022, (ii) release certain inactive subsidiaries of the Company from their guarantee obligations, (iii) provide for a new $100 million term loan, in order to refinance existing indebtedness under the Prior Credit Agreement’s term loan facility, (iv) increase the revolving credit commitments of the lenders from $225 million to $400 million (the “Revolving Credit Facility”) and (v) add and modify certain other terms, covenants and representations and warranties set forth therein. The Revolving Credit Facility permits the Company to borrow, subject to certain terms and conditions, on an unsecured basis up to $400 million in revolving loans (including an increase to the existing letter of credit subfacility to $35 million), and also provides for an uncommitted incremental facility increase option which, subject to certain terms and conditions, permits the Company at any time prior to the maturity date to request an increase in extensions of credit available thereunder (whether through additional term loans and/or revolving credit commitments or any combination thereof) by an aggregate additional principal amount of up to $250 million, with such additional credit extensions provided by one or more lenders thereunder in their sole discretion. There were no borrowings under the Revolving Credit Facility at closing.

The Second Amended and Restated Credit Agreement also amended the terms of the Prior Credit Agreement to, among other things, provide for interest on the loans at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.25% to 2.25%, with the amount of such margin determined based upon the ratio of the Company’s total net debt to Consolidated EBITDA, for loans based on LIBOR or (ii) the administrative agent’s prime rate plus a margin ranging from 0.25% to 1.25%, with the amount of such margin determined based upon the ratio of the Company’s total net debt to Consolidated EBITDA, for loans based on the base rate. The interest rates on loans under the Second Amended and Restated Credit Agreement provide for more favorable margins on loans than the Prior Credit Agreement as certain margins on LIBOR based loans have been reduced and the debt component of the ratio on which such margin is calculated, subject to certain limitations, is reduced by unrestricted cash on hand of the Company and its subsidiaries.

The foregoing description of the Second Amended and Restated Credit Agreement is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Payoff and Termination of DAMI Credit Facility

On September 18, 2017, the Company used a portion of the proceeds from the Second Amended and Restated Credit Facility together with cash on hand to pay the full principal balance of the loan and security agreement, dated as of May 18, 2011 (as amended), that was assumed by the Company in connection with the October 15, 2015 acquisition of Dent-A-Med, Inc., d/b/a the HELPcard^® (the “DAMI credit facility”), and the Company paid all remaining balances related to and terminated the DAMI credit facility on September 19, 2017.

Amendment to Franchisee Loan Facility

On September 18, 2017, the Company entered into the Sixth Amendment to the Loan Facility Agreement with SunTrust Bank, as servicer, and certain other financial institutions as participants (the “Franchisee Loan Facility Amendment”). The Franchisee Loan Facility Amendment amends the Third Amended and Restated Loan Facility Agreement and Guaranty, dated as of April 14, 2014, (as previously amended and as amended by the Franchisee Loan Facility Amendment, the “Franchisee Loan Facility”). Pursuant to this facility, subject to certain terms and conditions, the Company’s franchisees can borrow funds guaranteed by the Company. The Franchisee Loan Facility Amendment amends the Franchisee Loan Facility to, among other changes: (i) reduce the maximum facility commitment amount under the franchisee loan program from $125 million to $85 million and (ii) release certain inactive subsidiaries of the Company from their guarantee obligations. The reduction in the maximum commitment under the Franchisee Loan Facility was made at the Company’s request, primarily to reduce the amount of fees paid by the Company on the unused portion of the commitment.

The foregoing description of the Franchisee Loan Facility Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Modifications to Existing Note Purchase Agreements

On September 18, 2017, the Company entered into Amendment No. 7 to the Note Purchase Agreement with Prudential Insurance Company of America (“Prudential”) and certain other purchasers, as set forth on the signature pages thereof (the “2011 Prudential Notes Amendment”). The 2011 Prudential Notes Amendment amends the Note Purchase Agreement dated as of July 5, 2011, as previously amended (the “2011 Prudential NPA”), pursuant to which the Company and certain subsidiaries as co-obligors, issued $125 million in senior unsecured notes to the purchasers in a private placement.

On September 18, 2017, the Company entered into Amendment No. 4 to the Note Purchase Agreement with Prudential and certain other purchasers, as set forth on the signature pages thereof (the “2014 Prudential Notes Amendment”). The 2014 Prudential Notes Amendment amends the Note Purchase Agreement dated as of April 14, 2014, as previously amended (the “2014 Prudential NPA”), pursuant to which the Company and Aaron Investment Company, as obligors, issued $225 million in senior unsecured notes to the purchasers in a private placement.

Also on September 18, 2017, the Company entered into Amendment No. 4 to the Note Purchase Agreement with Metropolitan Life Insurance Company and certain other purchasers, as set forth on the signature pages thereof (the “MetLife Notes Amendment,” together with the 2011 Prudential Notes Amendment and the 2014 Prudential Notes Amendment, the “Notes Amendments”). The MetLife Notes Amendment amends the Note Purchase Agreement dated as of April 14, 2014, as previously amended (the “MetLife NPA”; together with the 2011 Prudential NPA and the 2014 Prudential NPA, collectively the “Existing NPAs”), pursuant to which the Company and Aarons Investment Company, as obligors, issued $75 million in senior unsecured notes in a private placement.

The Notes Amendments amend the Existing NPAs to, among other things, conform the financial covenants and certain other covenants, terms and provisions, including events of default, to substantially reflect the same changes made to the comparable covenants, terms and provisions in the Second Amended and Restated Credit Agreement.

The foregoing description of the Notes Amendments is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 10.3, 10.4 and 10.5, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated herein by reference in response to this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Second Amended and Restated Revolving Credit and Term Loan Agreement, by and among Aaron’s, Inc., as borrower, the several banks and other financial institutions from time to time party thereto and SunTrust Bank as administrative agent, dated as of September 18, 2017.
10.2	Sixth Amendment to the Third Amended and Restated Loan Facility Agreement and Guaranty among Aaron’s Inc. as sponsor, SunTrust Bank, as servicer, and each of the other lending institutions party thereto as participants, dated September 18, 2017.
10.3	Amendment No. 7 to Note Purchase Agreement by and among Aaron’s, Inc. and certain other obligors and the purchasers dated as of September 18, 2017.
10.4	Amendment No. 4 to Note Purchase Agreement by and among Aaron’s, Inc. and certain other obligors and the purchasers dated as of September 18, 2017 with respect to $225 million in aggregate principal amount of the Company’s 4.75% Series A Senior Notes due April 14, 2021.
10.5	Amendment No. 4 to Note Purchase Agreement by and among Aaron’s, Inc. and certain other obligors and the purchasers, dated as of September 18, 2017 with respect to $75 million in aggregate principal amount of the Company’s 4.75% Series B Senior Notes due April 14, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AARON’S, INC.
By:	/s/ Steven A. Michaels
	Steven A. Michaels Chief Financial Officer, President of Strategic Operations

Date: September 21, 2017

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CUSIP No. 00253JAA0

SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN

AGREEMENT

dated as of September 18, 2017

among

AARON’S, INC.,

as the Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

SUNTRUST BANK,

as Administrative Agent, Swingline Lender and Issuing Bank

SUNTRUST ROBINSON HUMPHREY, INC.,

as a Joint Lead Arranger and Sole Bookrunner

BANK OF AMERICA, N.A.,

BRANCH BANKING AND TRUST COMPANY,

FIFTH THIRD BANK

and

REGIONS BANK,

as Joint Lead Arrangers and Co-Syndication Agents

CITIZENS BANK, N.A.

and

JPMORGAN CHASE BANK, N.A.,

as Co-Documentation Agents

TABLE OF CONTENTS

			Page
Article I. DEFINITIONS; CONSTRUCTION			1
	Section 1.1	Definitions	1
	Section 1.2	Classifications of Loans and Borrowings	28
	Section 1.3	Accounting Terms and Determination	28
	Section 1.4	Terms Generally	29
	Section 1.5	Letter of Credit Amounts	29
	Section 1.6	Times of Day	29
Article II. AMOUNT AND TERMS OF THE COMMITMENTS			29
	Section 2.1	General Description of Facilities	29
	Section 2.2	Revolving Loans	30
	Section 2.3	Procedure for Revolving Borrowings	30
	Section 2.4	Swingline Commitment	30
	Section 2.5	Term Loan A Commitment	30
	Section 2.6	Procedure for Borrowing of Swingline Loans; Etc	31
	Section 2.7	Funding of Borrowings	32
	Section 2.8	Interest Elections	33
	Section 2.9	Optional Reduction and Termination of Commitments	34
	Section 2.10	Repayment of Loans	34
	Section 2.11	Evidence of Indebtedness	35
	Section 2.12	Optional Prepayments	36
	Section 2.13	Mandatory Prepayments	36
	Section 2.14	Interest on Loans	38
	Section 2.15	Fees	38
	Section 2.16	Computation of Interest and Fees	39
	Section 2.17	Inability to Determine Interest Rates	40
	Section 2.18	Illegality	40
	Section 2.19	Increased Costs	41
	Section 2.20	Funding Indemnity	42
	Section 2.21	Taxes	42
	Section 2.22	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	43
	Section 2.23	Mitigation of Obligations	45

	Section 2.24	Letters of Credit	46
	Section 2.25	Increase of Commitments; Additional Lenders	50
	Section 2.26	Defaulting Lenders	54
	Section 2.27	Refinancing Facilities	56
	Section 2.28	Extension of Revolving Loans and Term Loans	59
Article III. CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT			60
	Section 3.1	Conditions To Effectiveness	60
	Section 3.2	Each Credit Event	62
	Section 3.3	Delivery of Documents	62
Article IV. REPRESENTATIONS AND WARRANTIES			62
	Section 4.1	Existence; Power	62
	Section 4.2	Organizational Power; Authorization	63
	Section 4.3	Governmental Approvals; No Conflicts	63
	Section 4.4	Financial Statements	63
	Section 4.5	Litigation and Environmental Matters	63
	Section 4.6	Compliance with Laws and Agreements	64
	Section 4.7	Investment Company Act, Etc	64
	Section 4.8	Taxes	64
	Section 4.9	Margin Regulations	64
	Section 4.10	ERISA	64
	Section 4.11	Ownership of Property	64
	Section 4.12	Disclosure	65
	Section 4.13	Labor Relations	65
	Section 4.14	Subsidiaries	65
	Section 4.15	Solvency	65
	Section 4.16	Anti-Corruption Laws and Sanctions	65
	Section 4.17	No EEA Financial Institutions	66
	Section 4.18	Inactive Subsidiaries	66
Article V. AFFIRMATIVE COVENANTS			66
	Section 5.1	Financial Statements and Other Information	66
	Section 5.2	Notices of Material Events	67
	Section 5.3	Existence; Conduct of Business	68
	Section 5.4	Compliance with Laws, Etc	68
	Section 5.5	Payment of Obligations	68
	Section 5.6	Books and Records	69
	Section 5.7	Visitation, Inspection, Etc	69

ii

	Section 5.8	Maintenance of Properties; Insurance	69
	Section 5.9	Use of Proceeds and Letters of Credit	69
	Section 5.10	Additional Subsidiaries; Guarantees	70
	Section 5.11	Further Assurances	71
Article VI. FINANCIAL COVENANTS			72
	Section 6.1	Total Debt to EBITDA Ratio	72
	Section 6.2	Fixed Charge Coverage Ratio	72
Article VII. NEGATIVE COVENANTS			72
	Section 7.1	Indebtedness	72
	Section 7.2	Negative Pledge	74
	Section 7.3	Fundamental Changes	75
	Section 7.4	Investments, Loans, Etc	76
	Section 7.5	Restricted Payments	77
	Section 7.6	Sale of Assets	77
	Section 7.7	Transactions with Affiliates	77
	Section 7.8	Restrictive Agreements	78
	Section 7.9	Sale and Leaseback Transactions	78
	Section 7.10	Legal Name, State of Formation and Form of Entity	78
	Section 7.11	Accounting Changes	78
	Section 7.12	Hedging Transactions	79
	Section 7.13	Activities of Inactive Subsidiaries	79
	Section 7.14	Government Regulation	79
	Section 7.15	Ownership of Subsidiaries	79
	Section 7.16	Use of Proceeds	79
	Section 7.17	Amendment of Organizational Documents	79
Article VIII. EVENTS OF DEFAULT			80
	Section 8.1	Events of Default	80
	Section 8.2	Application of Funds	82
Article IX. THE ADMINISTRATIVE AGENT			84
	Section 9.1	Appointment of Administrative Agent	84
	Section 9.2	Nature of Duties of Administrative Agent	84
	Section 9.3	Lack of Reliance on the Administrative Agent	85
	Section 9.4	Certain Rights of the Administrative Agent	85
	Section 9.5	Reliance by Administrative Agent	85
	Section 9.6	The Administrative Agent in its Individual Capacity	85
	Section 9.7	Successor Administrative Agent	86

iii

	Section 9.8	Authorization to Execute other Loan Documents	87
	Section 9.9	Withholding Tax	87
	Section 9.10	Administrative Agent May File Proofs of Claim	87
Article X. MISCELLANEOUS			88
	Section 10.1	Notices	88
	Section 10.2	Waiver; Amendments	90
	Section 10.3	Expenses; Indemnification	92
	Section 10.4	Successors and Assigns	94
	Section 10.5	Governing Law; Jurisdiction; Consent to Service of Process	98
	Section 10.6	WAIVER OF JURY TRIAL	98
	Section 10.7	Right of Setoff	99
	Section 10.8	Counterparts; Integration	99
	Section 10.9	Survival	99
	Section 10.10	Severability	99
	Section 10.11	Confidentiality	100
	Section 10.12	Interest Rate Limitation	100
	Section 10.13	Patriot Act	100
	Section 10.14	No Advisory or Fiduciary Responsibility	100
	Section 10.15	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	101
	Section 10.16	Amendment and Restatement	101

iv

Schedules

	Schedule 1.1(a)	—	Applicable Margin and Applicable Percentage
	Schedule 1.1(b)	—	Lender Commitments
	Schedule 1.1(c)	—	Progressive Finance Subsidiaries
	Schedule 1.1(d)	—	Inactive Subsidiaries
	Schedule 2.24	—	Existing Letters of Credit
	Schedule 4.14	—	Subsidiaries
	Schedule 7.1	—	Outstanding Indebtedness
	Schedule 7.2	—	Existing Liens
	Schedule 7.4	—	Existing Investments
Exhibits
	Exhibit A	—	Form of Assignment and Acceptance
	Exhibit B	—	Form of Subsidiary Guarantee Agreement
	Exhibit C	—	Form of Borrower Guarantee Agreement
	Exhibit 2.3	—	Notice of Revolving Borrowing
	Exhibit 2.6	—	Notice of Swingline Borrowing
	Exhibit 2.8	—	Form of Conversion/Continuation
	Exhibit 3.1(b)(iv)	—	Form of Secretary’s Certificate
	Exhibit 3.1(b)(vii)	—	Form of Officer’s Certificate
	Exhibit 5.1(c)	—	Form of Compliance Certificate

Exhibit 10.1

SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2017, by and among AARON’S, INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, SunTrust Bank, as administrative agent, and certain of the Lenders are party to that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 14, 2014 (as heretofore amended or modified, the “Existing Credit Agreement”), which established (a) a $225,000,000 revolving credit facility in favor of the Borrower with a $25,000,000 swingline subfacility and a $20,000,000 letter of credit subfacility and (b) a $125,000,000 term loan facility in favor of the Borrower;

WHEREAS, the Borrower has requested certain amendments to the Existing Credit Agreement, including (a) the increase of the Revolving Commitments to $400,000,000 (provided that, for the avoidance of doubt, the swingline subfacility shall not be increased), (b) the increase of the letter of credit subfacility to $35,000,000 and (c) the provision of a $100,000,000 term loan facility; subject to the terms and conditions hereof, the Lenders are willing to agree to such amendments, and the parties hereto have agreed to effect such amendments through an amendment and restatement of the Existing Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders and the Administrative Agent agree that the Existing Credit Agreement is amended and restated in its entirety as follows:

ARTICLE I.

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“2011 Note Agreement” shall mean that certain Note Purchase Agreement, dated as of July 5, 2011, by and among the Borrower, the other Loan Parties party thereto, The Prudential Insurance Company of America and the other purchasers signatory thereto, as such Note Purchase Agreement may be amended, supplemented, restated, refinanced, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“2014 Note Agreement” shall mean, collectively, (i) that certain Note Purchase Agreement, dated as of April 14, 2014, by and among the Borrower, the other Loan Parties party thereto, The Prudential Insurance Company of America and the other purchasers signatory thereto, as such Note Purchase Agreement may be amended, supplemented, restated, refinanced, replaced or otherwise modified from time to time in accordance with the terms of this Agreement, and (ii) that certain Note

Purchase Agreement, dated as of April 14, 2014, by and among the Borrower, the other Loan Parties party thereto, Metropolitan Life Insurance Company and the other purchasers signatory thereto, as such Note Purchase Agreement may be amended, supplemented, restated, refinanced, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“Aaron Rents Puerto Rico” shall mean Aaron Rents, Inc. Puerto Rico, a Puerto Rico corporation.

“Accepting Lenders” shall have the meaning given to such term in Section 2.28.

“Acquisition” shall mean any transaction in which the Borrower or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business, (ii) acquires all or substantially all of the assets of any Person or division thereof, whether through a purchase of assets, merger or otherwise, (iii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority of the voting stock of a corporation, other than the acquisition of voting stock of a wholly-owned Subsidiary solely in connection with the organization and capitalization of that Subsidiary by the Borrower or another Subsidiary Loan Party, or (iv) acquires control of more than fifty percent (50%) ownership interest in any partnership, joint venture or limited liability company.

“Acquisition Agreement” shall have the meaning set forth in Section 2.25(c).

“Additional Lenders” shall have the meaning given to such term in Section 2.25(a).

“Adjusted LIBO Rate” shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage.

“Administrative Agent” shall have the meaning assigned to such term in the opening paragraph hereof.

“Administrative Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

“Affiliate” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition “Control” shall mean the power, directly or indirectly, either to (i) vote ten percent (10%) or more of securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling”, “Controlled by”, and “under common Control with” have meanings correlative thereto.

“Agent Parties” shall have the meaning given to such term in Section 10.1(b).

“Aggregate Revolving Commitments” shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding. On the Effective Date, the amount of Aggregate Revolving Commitments is $400,000,000.

2

“Agreement” shall have the meaning given to such term in the introductory paragraph hereof.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.

“Applicable Margin” shall mean (a) with respect to all Base Rate Loans outstanding on any date, a percentage per annum determined by reference to the applicable Total Net Debt to EBITDA Ratio in effect on such date and the column applicable to Base Rate Loans in Schedule 1.1(a) attached hereto and (b) with respect to all Eurodollar Loans outstanding on any date and all letter of credit fees, a percentage per annum determined by reference to the applicable Total Net Debt to EBITDA Ratio in effect on such date and the column applicable to Eurodollar Loans in Schedule 1.1(a) attached hereto; provided, that a change in the Applicable Margin resulting from a change in the Total Net Debt to EBITDA Ratio shall be effective on the second day after which the Borrower has delivered the financial statements required by Section 5.1(a) or (b) and the Compliance Certificate required by Section 5.1(c); provided further, that if at any time the Borrower shall have failed to deliver such financial statements and such certificate, the Applicable Margin shall be at Level V until such time as such financial statements and certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Effective Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending on September 30, 2017 are delivered shall be at Level II.

“Applicable Percentage” shall mean, with respect to the commitment fee, as of any date, the percentage per annum determined by reference to the applicable Total Net Debt to EBITDA Ratio in effect on such date as set forth on Schedule 1.1(a) attached hereto; provided, that a change in the Applicable Percentage resulting from a change in the Total Net Debt to EBITDA Ratio shall be effective on the second day after which the Borrower has delivered the financial statements required by Section 5.1(a) or (b) and the Compliance Certificate required by Section 5.1(c); provided, further, that if at any time the Borrower shall have failed to deliver such financial statements and such certificate, the Applicable Percentage shall be at Level V until such time as such financial statements and certificate are delivered, at which time the Applicable Percentage shall be determined as provided above. Notwithstanding the foregoing, the Applicable Percentage for the commitment fee from the Effective Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending on September 30, 2017 are delivered shall be at Level II.

“Approved Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

3

“Arrangers” shall mean (i) SunTrust Robinson Humphrey, Inc., in its capacity as a joint lead arranger and sole bookrunner and (ii) Bank of America, N.A., Branch Banking and Trust Company, Fifth Third Bank and Regions Bank, in their capacities as joint lead arrangers.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit A attached hereto or any other form approved by the Administrative Agent.

“Auto Borrow Agreement” has the meaning set forth in Section 2.6(e).

“Availability Period” shall mean the period from the Effective Date to the Revolving Commitment Termination Date.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Base Rate” shall mean the highest of (i) the per annum rate which the Administrative Agent publicly announces from time to time to be its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum and (iii) the Adjusted LIBO Rate determined on a daily basis for an Interest Period of one (1) month, plus one percent (1.00%) per annum (any changes in such rates to be effective as of the date of any change in such rate). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate. Each change in the Administrative Agent’s prime lending rate shall be effective from and including the date such change is publicly announced as being effective. If the Base Rate shall be less than zero, Base Rate shall be deemed to be zero for the purposes of this Agreement.

“Borrower” shall have the meaning set forth in the introductory paragraph hereof.

“Borrower Guarantee Agreement” shall mean the Borrower Guarantee Agreement, substantially in the form of Exhibit C, made by the Borrower in favor of the Administrative Agent for the benefit of the holders of (i) Hedging Obligations owed by any Subsidiary Loan Party to any Lender or Affiliate of any Lender and (ii) Treasury Management Obligations owed by any Subsidiary Loan Party to any Lender or Affiliate of any Lender.

“Borrowing” shall mean a borrowing consisting of (i) Loans of the same Class and Type, made, converted or continued on the same date and in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (ii) a Swingline Loan.

“Business Day” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close and (ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which dealings in Dollars are carried on in the London interbank market.

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“Capital Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Stock” shall mean, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Cash Collateralize” shall mean, in respect of any Obligations, to provide and pledge (as a first priority perfected security interest) cash collateral for such Obligations in Dollars, to the Administrative Agent pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (and “Cash Collateralization” and “Cash Collateral” have a corresponding meaning).

“Cash Equivalents” shall mean, as at any date, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (ii) Dollar denominated time deposits and certificates of deposit of (A) any Lender, (B) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (C) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (iv) repurchase agreements entered into by any Person with a bank or trust company (including any Lender) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations and (v) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing clauses (i) through (iv).

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“Change in Control” shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of thirty-three and one third (33 ¹⁄₃) or more of the total voting power of shares of stock entitled to vote in the election of directors of the Borrower; or (iii) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Change in Law” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation, implementation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank (or, for purposes of Section 2.19(b), by such Lender’s or the Issuing Bank’s holding company, if applicable) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided, that for purposes of this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning given to such term in Section 10.12.

“Class”, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Term Loans and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, a Swingline Commitment or a Term Loan A Commitment.

“Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

“Commitment” shall mean a Term Loan A Commitment, Revolving Commitment or a Swingline Commitment or any combination thereof (as the context shall permit or require).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute.

“Communications” shall have the meaning given to such term in Section 10.1(b).

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“Compliance Certificate” shall mean a certificate from the principal executive officer or the principal financial officer of the Borrower in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1(c).

“Consolidated EBITDA” shall mean for the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, but without duplication, (A) Consolidated Interest Expense, (B) income tax expense, (C) depreciation (excluding depreciation of rental merchandise) and amortization, (D) all other non-cash charges, (E) closing costs, fees and expenses incurred during such period in connection with the transactions contemplated by the Transaction Documents and the Note Agreements (including the amendments thereto), in each case paid during such period to Persons that are not Affiliates of the Borrower or any Subsidiary, (F) up to $16,600,000 in restructuring charges incurred in Fiscal Year 2016 in connection with the closure and consolidation of 56 Borrower-operated stores, (G) up to $13,800,000 in restructuring charges incurred in the first half of Fiscal Year 2017 in connection with the closure and consolidation of 63 Borrower-operated stores, (H) up to $2,000,000 in transaction fees and expenses (including legal fees and expenses and investment banker fees) paid by Borrower in connection with the SEI Acquisition, (I) up to $3,850,000 in reimbursement and/or settlement of any expenses, indemnity claims and other items, in each case, to the extent payable by Borrower to SEI or SEI’s subsidiaries or affiliates pursuant to the terms of the SEI Acquisition Agreement or any related ancillary acquisition documents between such parties, (J) up to $1,500,000 in advisory fees and expenses paid by the Borrower to its third party consultant in the second and third Fiscal Quarters of 2017, (K) up to $750,000 in construction and design related fees and expenses; (L) business optimization, restructuring and transition expenses, costs, charges, accruals or reserves incurred within three (3) years of any Permitted Acquisition, which for the avoidance of doubt shall include severance payments and costs, legal defense and settlement costs (including any costs paid in satisfaction of judgments), relocation costs, costs related to the closure, opening, curtailment and/or consolidation of facilities, retention charges, systems establishment costs, spin-off costs, integration costs, signing costs, retention and completion bonuses, amortization of signing bonuses, inventory optimization expenses, contract termination costs, transaction costs, costs related to entry into new markets, consulting fees, recruiter fees; (M) business optimization, restructuring and transition related expenses, costs, charges, accruals or reserves which are unrelated to any Permitted Acquisition or divestiture of assets, all as determined on a consolidated basis for the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; provided that the aggregate amount for all such items under this clause (M) shall not exceed $10,000,000 in the aggregate during any four fiscal quarter period; (N) loss of on-lease and off-lease inventory, physical damage to stores, infrastructure, capital assets and other assets of the business and loss of revenue, in each case, (1) to the extent reasonably identifiable by the Borrower as having resulted from significant weather events or other natural disasters in areas that have been declared a federal disaster or otherwise qualify for federal emergency assistance, (2) to the extent occurring within twelve (12) months after the occurrence of such significant weather event or natural disaster, and (3) net of all related insurance proceeds received related thereto (including, without limitation, all business interruption insurance and casualty insurance), all as determined on a consolidated basis for the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; and (O) the amount of cost savings and synergies projected by the Borrower in good faith to be reasonably anticipated to be realized from actions taken or committed to be taken during such period in connection with any Permitted Acquisition or any permitted disposition of assets (in each case calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period, net of the amount of actual benefits realized prior to or during such period from such actions); provided that such actions have been taken or have been committed to be taken, and the benefits resulting

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therefrom are anticipated by the Borrower in good faith to be realized within twenty-four (24) months after the completion of the related Permitted Acquisition or permitted disposition of assets; and provided, further, that the aggregate amount for all such items under this clause (O) shall not exceed $50,000,000 in the aggregate during the term of this Agreement, all as determined on a consolidated basis for the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period. Notwithstanding the foregoing, the amounts added back to Consolidated Net Income in reliance on clauses (ii)(L), (ii)(M) and (ii)(N) above shall not exceed $50,000,000 in the aggregate during any four fiscal quarter period.

“Consolidated EBITDAR” shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated EBITDA plus (b) Consolidated Lease Expense.

“Consolidated Fixed Charges” shall mean, for the Borrower and its Subsidiaries for any period, the sum (without duplication) of (a) Consolidated Interest Expense paid or payable for such period plus (b) Consolidated Lease Expense.

“Consolidated Interest Expense” shall mean, for the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period determined on a consolidated basis in accordance with GAAP, total cash interest expense, including without limitation the interest component of any payments in respect of Capital Leases Obligations capitalized or expensed during such period (whether or not actually paid during such period).

“Consolidated Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals payable by the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) with respect to leases of real and personal property (excluding Capital Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any equity interest of the Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary on the date that such Person’s assets are acquired by the Borrower or any Subsidiary, except to the extent provided for in the definition of Pro Forma Basis in connection with a Permitted Acquisition.

“Consolidated Total Debt” shall mean, at any time, all then currently outstanding obligations, liabilities and indebtedness of the Borrower and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) on a consolidated basis of the types described in the definition of “Indebtedness”.

“DAMI Joinder Date” shall have the meaning given to such term in Section 5.10(e).

“DAMI Pledge Agreement” means that certain Collateral Pledge Agreement dated on or about September 11, 2015 made and executed by Progressive Finance in favor of Wells Fargo Bank, N.A.

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“Default” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Default Interest” shall have the meaning set forth in Section 2.14(c).

“Defaulting Lender” shall mean, at any time, subject to Section 2.26(b), (i) any Lender that has failed for two (2) or more Business Days to comply with its obligations under this Agreement to make a Loan, to make a payment to the Issuing Bank in respect of a Letter of Credit or to the Swingline Lender in respect of a Swingline Loan or to make any other payment due hereunder (each a “funding obligation”), unless such Lender has notified the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with any applicable Default, will be specifically identified in such writing), (ii) any Lender that has notified the Administrative Agent in writing, or has stated publicly, that it does not intend to comply with any such funding obligation hereunder, unless such writing or public statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with any applicable Default, will be specifically identified in such writing or public statement), (iii) any Lender that has defaulted on its obligation to fund generally under any other loan agreement, credit agreement or other financing agreement, (iv) any Lender that has, for three (3) or more Business Days after written request of the Administrative Agent or the Borrower, failed to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Administrative Agent’s and the Borrower’s receipt of such written confirmation), (v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing or (vi) any Lender that has become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender will be conclusive and binding, absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.26(b)) upon notification of such determination by the Administrative Agent to the Borrower, the Issuing Bank, the Swingline Lender and the Lenders.

“Dent-A-Med” shall mean Dent-A-Med Inc., an Oklahoma corporation.

“Dent-A-Med Credit Agreement” means that certain Loan and Security Agreement dated as of May 18, 2011 by and among the Dent-A-Med Entities, as co-borrowers, the lenders party thereto and Wells Fargo Bank, N.A. (as successor by merger to Wells Fargo Preferred Capital, Inc.), as agent for the lenders thereunder, as heretofore amended or modified.

“Dent-A-Med Entities” shall mean, collectively, Dent-A-Med, HC Recovery, Inc., an Oklahoma corporation and any other direct or indirect subsidiary of Dent-A-Med formed after the Effective Date.

“Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Controlled Affiliate” shall mean each Affiliate of the Borrower that is (a) Controlled by the Borrower, and (b) incorporated or organized under the laws of any State of the United States, the District of Columbia or Puerto Rico.

“Domestic Subsidiary” means any Subsidiary which is incorporated or organized under the laws of any State of the United States, the District of Columbia or Puerto Rico.

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“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” shall mean the date hereof.

“Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (i) any actual or alleged violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (i) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iii) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (v) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi) the incurrence by the Borrower or any of its ERISA Affiliates of any

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liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“Eurodollar Reserve Percentage” shall mean the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100^th of 1%) in effect on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without the benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Event of Default” shall have the meaning provided in Article VIII.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor, or the grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation; provided that, for the avoidance of doubt, in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the “keepwell” provision set forth in Section 24 of the Subsidiary Guarantee Agreement and Section 24 of the Borrower Guarantee Agreement shall be taken into account. If a Swap Obligation arises under a Master Agreement governing more than one Hedging Transaction, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Transactions for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” shall mean with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its Applicable Lending Office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax

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imposed by any other jurisdiction in which any Lender is located and (iii) in the case of a Foreign Lender, any withholding tax that (A) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, (B) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office, other than taxes that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes and (C) is attributable to such Foreign Lender’s failure to comply with Section 2.21(e).

“Existing Credit Agreement” shall have the meaning set forth in the recitals hereof.

“Existing Letters of Credit” shall mean the letters of credit set forth on Schedule 2.24.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to SunTrust Bank or any other Lender selected by the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” shall mean that certain letter agreement dated as of August 10, 2017, by and between the Borrower, SunTrust Robinson Humphrey, Inc. and the Administrative Agent, setting forth certain fees applicable to the revolving credit and term loan facilities described herein, either as originally executed or as hereafter amended or modified.

“Fiscal Quarter” shall mean any fiscal quarter of the Borrower.

“Fiscal Year” shall mean a fiscal year of the Borrower.

“Fixed Charge Coverage Ratio” shall mean, at any date, the ratio of (i) Consolidated EBITDAR for the four (4) consecutive Fiscal Quarters ending on such date to (ii) Consolidated Fixed Charges for the four consecutive Fiscal Quarters ending on such date.

“Foreign Lender” shall mean any Lender that is not a United States person under Section 7701(a)(30) of the Code.

“Foreign Pledge Date” shall have the meaning set forth in Section 5.10(b).

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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“Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” shall mean, collectively, (i) each Subsidiary Loan Party, including each Person that joins as a Subsidiary Loan Party pursuant to Section 5.10 or otherwise, (ii) with respect to (A) any Hedging Obligations between any Loan Party (other than the Borrower) and any Lender or Affiliate of a Lender that are permitted to be incurred pursuant to Section 7.12 and any Treasury Management Obligations owing by any Loan Party (other than the Borrower), the Borrower and (B) the payment and performance by each Specified Loan Party of its obligations under its Guarantee with respect to all Swap Obligations, the Borrower and (iii) the successors and permitted assigns of the foregoing.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“Hedging Transaction” of any Person shall mean (i) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the

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International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Inactive Subsidiaries” means the Subsidiaries of Borrower identified on Schedule 1.1(d).

“Incremental Funds Certain Provision” shall have the meaning set forth in Section 2.25(c).

“Incremental Revolving Commitment” shall have the meaning set forth in Section 2.25(a).

“Incremental Term Loan” shall have the meaning set forth in Section 2.25(a).

“Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of Section 8.1(g), trade payables overdue by more than one hundred twenty (120) days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, and (x) Off-Balance Sheet Liabilities. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Institutional Investor” shall mean any insurance company, commercial, investment or merchant bank, finance company, mutual fund, registered money or asset manager, savings and loan association, credit union, registered investment advisor, pension fund, investment company or fund, licensed broker or dealer, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act of 1933, as amended, or any successor law, rule or regulation) or institutional “accredited investor” (as such term is defined under Regulation D promulgated under the Securities Act of 1933, as amended, or any successor law, rule or regulation).

“Intercreditor Agreement” shall mean that certain Amended and Restated Intercreditor Agreement, dated as of the Effective Date, by and among the Borrower, SunTrust Bank, as representative of the Lenders, The Prudential Insurance Company of America, Metropolitan Life Insurance Company, and the other Senior Noteholders (as defined therein), as amended, restated, supplemented or otherwise modified from time to time.

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“Interest Period” shall mean with respect to any Eurodollar Borrowing, a period of one, two, three or six months; provided, that:

(i) the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(ii) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day;

(iii) any Interest Period which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month; and

(iv) (A) no Interest Period for a Revolving Loan may extend beyond the Revolving Commitment Termination Date or any Refinancing Revolving Maturity Date, as the case may be, and (B) no Interest Period for a Term Loan may extend beyond the applicable Maturity Date.

“Investments” shall have the meaning given to such term in Section 7.4.

“Issuing Bank” shall mean SunTrust Bank in its capacity as an issuer of Letters of Credit pursuant to Section 2.24.

“LC Commitment” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $35,000,000.

“LC Disbursement” shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Documents” shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit.

“LC Exposure” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time.

“Lender Insolvency Event” shall mean that (i) a Lender or its parent corporation is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) a Lender or its parent corporation is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, custodian or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance

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Corporation or any other state or federal regulatory authority acting in such capacity, has been appointed for such Lender or its parent corporation, or such Lender or its parent corporation has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) a Lender or its parent corporation has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent; provided that, for the avoidance of doubt, a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest in or control of a Lender or a parent corporation thereof by a Governmental Authority or an instrumentality thereof so long as such ownership or acquisition does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Lenders” shall have the meaning assigned to such term in the opening paragraph of this Agreement and shall include, where appropriate, the Swingline Lender and each Additional Lender that joins this Agreement pursuant to Section 2.25 or 2.27.

“Letter of Credit” shall mean any standby letter of credit issued pursuant to Section 2.24 by the Issuing Bank for the account of the Borrower pursuant to the LC Commitment and the Existing Letters of Credit.

“LIBOR” shall mean, for any applicable Interest Period with respect to any Eurodollar Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) for deposits in Dollars for a period equal to such Interest Period appearing on the display designated on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London, England time) on the day that is two (2) Business Days prior to the first day of the Interest Period; provided, that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100^th of 1%) of the rates per annum at which deposits in Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of or about 10:00 a.m. for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Loan of the Administrative Agent; provided, further, that, if LIBOR would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). A covenant not to grant a Lien or a “negative pledge” shall not be determined a Lien for purposes of this Agreement.

“Loan Documents” shall mean, collectively, this Agreement, the LC Documents, the Fee Letter, the Intercreditor Agreement, all Notices of Borrowing, all Notices of Conversion/Continuation, the Subsidiary Guarantee Agreement, the Borrower Guarantee Agreement, all collateral documents pursuant to Section 5.10(b), and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

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“Loan Facility Agreement” shall mean that certain Third Amended and Restated Loan Facility Agreement and Guaranty dated as of April 14, 2014, by and among the Borrower, SunTrust Bank, as Servicer and the financial institutions from time to time a party thereto, as Participants, as amended, restated, amended and restated, refinanced, replaced, supplemented or otherwise modified from time to time.

“Loan Facility Documents” shall mean, collectively, the Loan Facility Agreement and any and all other instruments, agreements, documents and writings executed in connection with the foregoing.

“Loan Parties” shall mean the Borrower and the Subsidiary Loan Parties.

“Loans” shall mean all Term Loans, Revolving Loans and Swingline Loans in the aggregate or any of them, as the context shall require.

“Master Agreement” shall have the definition set forth in the definition of “Hedging Transaction”.

“Material Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, resulting in a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower or the Loan Parties taken as a whole to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.

“Material Domestic Subsidiary” means any Domestic Subsidiary of the Borrower (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) that has not already become a Subsidiary Loan Party that (i) at any time (A) accounted for five percent (5.0%) of Consolidated EBITDA for any period of four (4) Fiscal Quarters ended or (B) holds assets in an amount equal to or greater than five percent (5.0%) of the aggregate fair market value (as reasonably determined by the Borrower) of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter, or (ii) when taken together with other Domestic Subsidiaries that are not already Subsidiary Loan Parties, (x) accounted for ten percent (10.0%) of Consolidated EBITDA for any period of four (4) Fiscal Quarters ended or (y) holds assets in an amount equal to or greater than ten percent (10.0%) of the aggregate fair market value (as reasonably determined by the Borrower) of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter. Upon the acquisition of a new Domestic Subsidiary or the merger or consolidation of any Person with or into an existing Domestic Subsidiary (or the acquisition of other assets by an existing Domestic Subsidiary), the qualification of the affected Domestic Subsidiary as a “Material Subsidiary” pursuant to the foregoing requirements of this definition shall be determined on a Pro Forma Basis as if such Domestic Subsidiary had been acquired or such merger, consolidation or other acquisition had occurred, as applicable, at the beginning of the relevant period of four (4) consecutive Fiscal Quarters.

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“Material Indebtedness” shall mean, as of any date of determination, Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount greater than an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered.

“Material Subsidiary” shall mean at any time any direct or indirect Subsidiary of the Borrower having: (a) assets in an amount equal to at least five percent (5.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time; or (b) revenues or net income in an amount equal to at least five percent (5.0%) of the total revenues or net income of the Borrower and its Subsidiaries on a consolidated basis for the 12-month period ending on the last day of the most recent Fiscal Quarter at such time.

“Maturity Date” shall mean, (a) with respect to the Term Loan A, the earlier of (i) September 18, 2022 and (ii) the date on which the principal amount of the outstanding Term Loan A has been declared or automatically have become due and payable (whether by acceleration or otherwise), (b) with respect to any Incremental Term Loan, the earlier of (i) the maturity date set forth in the applicable documentation with respect thereto and (ii) the date on which the principal amount of such outstanding Incremental Term Loan has been declared or automatically have become due and payable (whether by acceleration or otherwise) and (c) with respect to any Refinancing Term Loan, the earlier of (i) the maturity date set forth in the applicable Refinancing Facility Amendment and (ii) the date on which the principal amount of such outstanding Refinancing Term Loan has been declared or automatically have become due and payable (whether by acceleration or otherwise).

“Maximum Incremental Facility Amount” shall mean the greater of (a) $250,000,000 and (b) an unlimited amount; provided, that, with respect to this clause (b), immediately after giving effect to such Incremental Term Loans or Incremental Revolving Commitments (tested solely on the date of funding of any Incremental Term Loan or establishment of any Incremental Revolving Commitments) the Total Debt to EBITDA Ratio as of the last day of the fiscal quarter of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b) shall not be greater than 2.50:1.00 after giving effect to such Incremental Term Loans or establishment of such Incremental Revolving Commitments (in each case, assuming the Revolving Commitments and any such Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis.

“Maximum Rate” shall have the meaning given to such term in Section 10.12.

“Moody’s” shall mean Moody’s Investors Service, Inc., and any successor thereto.

“Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean the aggregate cash or Cash Equivalents proceeds received by the Borrower or any Domestic Subsidiary in respect of any (i) sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, (ii) any casualty insurance policies or eminent domain, condemnation or similar proceedings or (iii) any issuance of Indebtedness not permitted under Section 7.1, in each case net of direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), taxes paid or payable as a result thereof and, in the case of any sale or disposition or casualty, eminent domain, condemnation or similar proceeding, the amount necessary to retire any Indebtedness secured by a Lien permitted under this Agreement (ranking

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senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Domestic Subsidiary in connection with any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, any casualty insurance policies or eminent domain, condemnation or similar proceedings or any issuance of Indebtedness not permitted under Section 7.1.

“Non-Defaulting Lender” shall mean, at any time, a Lender that is not a Defaulting Lender.

“Note Agreements” shall mean, collectively, the 2011 Note Agreement and the 2014 Note Agreement.

“Notes” shall mean any promissory notes issued hereunder at the request of any Lender.

“Notice of Conversion/Continuation” shall have the meaning set forth in Section 2.8(b).

“Notice of Revolving Borrowing” shall have the meaning as set forth in Section 2.3.

“Notice of Swingline Borrowing” shall have the meaning as set forth in Section 2.6.

“Notices of Borrowing” shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing.

“Obligations” shall mean, collectively, (i) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Bank, any Lender (including the Swingline Lender) or the Arrangers pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter of Credit including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to the Administrative Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing, (ii) all Hedging Obligations owed by any Loan Party or any Subsidiary to any Lender or Affiliate of any Lender and (iii) all Treasury Management Obligations between any Loan Party or any Subsidiary and any Lender or Affiliate of any Lender, together with all renewals, extensions, modifications or refinancings of any of the foregoing; provided, that, “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor.

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, other than indemnity obligations for any breach of any representation or warranty which are customary in nonrecourse sales of such assets, (ii) any liability of such Person under any sale and leaseback

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transactions which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“OSHA” shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” shall have the meaning set forth in Section 10.4(d).

“Participant Register” shall have the meaning set forth in Section 10.4(e).

“Patriot Act” shall mean the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended and in effect from time to time.

“Payment Office” shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written notice to the Borrower and the other Lenders.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions.

“Permitted Acquisition” shall mean (a) the SEI Acquisition and (b) any Acquisition (whether foreign or domestic) so long as (i) immediately before and after giving effect to such Acquisition, no Default or Event of Default is in existence (except, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated), (ii) such Acquisition has been approved by the board of directors of the Person being acquired prior to any public announcement thereof, (iii) to the extent such Acquisition is of a Person or Persons that are not organized in the United States and/or of all or substantially all of the assets of a Person located outside the United States and the aggregate EBITDA attributable to all Foreign Subsidiaries for the most recently ended twelve month period (giving pro forma effect to such Acquisition; provided that, in the case of an Acquisition subject to the Incremental Funds Certain Provision, the date of determination for giving pro forma effect to such Acquisition to determine compliance with this clause (iii) shall, at the option of the Borrower, be the date of execution of the applicable Acquisition Agreement, and such determination shall be made after giving effect to such Acquisition (and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)); provided that such Acquisition must close within ninety (90) days of the signing of the applicable Acquisition Agreement) exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, the Borrower complies with Section 5.10(b) hereof and (iv) immediately after giving effect to such Acquisition, the Borrower and Subsidiaries will not be engaged in any business other than (i) businesses of the type conducted by the Borrower and its Subsidiaries on the Effective Date and businesses reasonably related thereto, and (ii)

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any other ancillary businesses which are complementary to the business of the Borrower and its Subsidiaries as conducted as of the Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Borrower and its Subsidiaries as of the Effective Date. As used herein, Acquisitions will be considered related Acquisitions if the sellers under such Acquisitions are the same Person or any Affiliate thereof.

“Permitted Amendments” shall have the meaning given to such term in Section 2.28.

“Permitted Encumbrances” shall mean

(i) Liens imposed by law for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(iii) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(v) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(vi) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole;

(vii) other Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; and

(viii) Liens on insurance policies owned by the Borrower on the lives of its officers securing policy loans obtained from the insurers under such policies; provided that (A) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (B) the Borrower shall not incur any liability to repay any such loan;

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provided, that, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” shall mean:

(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(ii) commercial paper having an A or better rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within one year from the date of acquisition thereof;

(iii) certificates of deposit, bankers’ acceptances and time deposits maturing within one year of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; and

(v) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above.

“Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity or any Governmental Authority.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Private Placement Debt” shall mean Indebtedness incurred by the Borrower or its Subsidiaries in respect of the issuance and sale of notes or other securities by the Borrower or its Subsidiaries to Institutional Investors, which issuance and sale does not require registration of such securities with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.

“Pro Forma Basis” shall mean, for purposes of calculating compliance with respect to any asset sale, casualty event, Permitted Acquisition, Restricted Payment or incurrence of Indebtedness, or any other transaction subject to calculation on a “Pro Forma Basis” as indicated herein (including without limitation, for purposes of determining compliance with the financial covenants in Article VI, and determining the Applicable Margin and Applicable Percentage) that such transaction shall be deemed to have occurred as of the first day of the period of four Fiscal Quarters most recently ended (the “Reference Period”) for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b). For purposes of any such calculation in respect of any Permitted Acquisition, (a) income statement and cash

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flow statement items attributable to the Person or property subject to such Permitted Acquisition shall be included in Consolidated EBITDA for such Reference Period after giving pro forma effect thereto as if such Permitted Acquisition occurred on the first day of such Reference Period; (b) any Indebtedness incurred or assumed by any Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; (c) capital expenditures attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period; and (d) except as permitted pursuant to clauses (L), (M) and (O) of the definition of Consolidated EBITDA, no adjustments for unrealized synergies shall be included.

“Pro Forma Compliance Certificate” shall mean a certificate of a Responsible Officer of the Borrower containing (x) reasonably detailed calculations of the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis and (y) if delivered in connection with any Permitted Acquisition, certifications that clauses (i) through (iv) of the definition of “Permitted Acquisition” have been satisfied (or will be satisfied in the time permitted under this Agreement).

“Pro Rata Share” shall mean with respect to any Commitment of any Lender at any time, a percentage, the numerator of which shall be such Lender’s Commitment (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Loan funded under such Commitment), and the denominator of which shall be the sum of such Commitments of all Lenders (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Loans of all Lenders funded under such Commitments).

“Progressive Finance” shall mean Progressive Finance Holdings, LLC, a Delaware limited liability company.

“Progressive Finance Subsidiaries” shall mean the direct and indirect Subsidiaries of Progressive Finance identified on Schedule 1.1(c) hereto.

“Refinancing Facility” shall have the meaning assigned to such term in Section 2.27(a).

“Refinancing Facility Amendment” shall have the meaning assigned to such term in Section 2.27(a).

“Refinancing Revolving Facility” shall mean any Refinancing Facility that is a revolving facility.

“Refinancing Revolving Maturity Date” shall mean the maturity date of any Refinancing Revolving Facility.

“Refinancing Term Loan” shall mean any Refinancing Facility that is a term loan.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

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“Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Required Lenders” shall mean, at any time, Lenders holding at least fifty-one percent (51.0%) of the Aggregate Revolving Commitments and the Term Loans at such time or if the Lenders have no Commitments outstanding, then Lenders holding at least fifty-one percent (51.0%) of the Revolving Credit Exposure and the Term Loans; provided, that, to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitments, Revolving Credit Exposure and Term Loans shall be excluded for purposes of determining Required Lenders.

“Responsible Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer, the controller or a vice president of the Borrower or such other representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer, the controller or the treasurer of the Borrower.

“Restricted Payment” shall have the meaning set forth in Section 7.5.

“Revolving Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrower and to participate in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule 1.1(b), or in the case of a Person becoming a Lender after the Effective Date through an assignment of an existing Revolving Commitment, the amount of the assigned “Revolving Commitment” as provided in the Assignment and Acceptance executed by such Person as an assignee, or the joinder executed by such Person, as the same may be increased or decreased pursuant to terms hereof, or in any documentation executed by such Lender in connection with an Incremental Revolving Commitment, Incremental Term Loan or Refinancing Facility, as applicable.

“Revolving Commitment Termination Date” shall mean the earliest of (i) September 18, 2022, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.9(b) or Section 8.1 and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).

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“Revolving Credit Exposure” shall mean, for any Lender, the sum of such Lender’s Revolving Loans, LC Exposure and Swingline Exposure.

“Revolving Loan” shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrower under its Revolving Commitment, which may either be a Base Rate Loan or a Eurodollar Loan.

“S&P” shall mean McGraw Hill Financial, Inc., and any successor thereto.

“Sanctioned Country” shall mean, at any time, a country or territory that is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” shall mean, at any time, (i) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (ii) any Person located, organized or resident in a Sanctioned Country or (iii) any Person controlled by any such Person.

“Sanctions” shall mean economic or financial sanctions or trade embargoes administered or enforced from time to time by (i) the U.S. government, including those administered by OFAC or the U.S. Department of State or (ii) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“SEI” shall mean SEI/Aaron’s, Inc., a Georgia corporation.

“SEI Acquisition” shall mean the acquisition by the Borrower of substantially all of the assets of its franchisee, SEI/Aaron’s, Inc., which acquisition was consummated on or about July 27, 2017.

“SEI Acquisition Agreement” shall mean that certain Asset Purchase Agreement dated as of July 27, 2017, by and among SEI, certain subsidiaries and affiliates of SEI party thereto and the Borrower.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability.

“Specified Event of Default” shall mean an Event of Default arising under Section 8.1(a), (b), (h) or (i).

“Specified Loan Party” shall mean each Loan Party that is, at the time on which the relevant Guarantee or grant of the relevant security interest under the Loan Documents by such Loan

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Party becomes effective with respect to a Swap Obligation, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an “eligible contract participant” under the Commodity Exchange Act at such time but for the “keepwell” provision in Section 24 of the Subsidiary Guarantee Agreement and Section 24 of the Borrower Guarantee Agreement.

“Specified Representations” shall mean the representations of the Loan Parties contained in Sections 4.1, 4.2, 4.3(a), 4.3(b), 4.6 (insofar as it relates to the execution, delivery and performance of the Loan Documents), 4.7, 4.9, 4.15, 4.16 and 4.17.

“Subsidiary” shall mean, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity of which securities or other ownership interests representing more than fifty percent (50.0%) of the equity or more than fifty percent (50.0%) of the ordinary voting power, or in the case of a partnership, more than fifty percent (50.0%) of the general partnership interests are, as of such date, owned, controlled or held, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower.

“Subsidiary Guarantee Agreement” shall mean the Subsidiary Guarantee Agreement, substantially in the form of Exhibit B, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the holders of the Obligations.

“Subsidiary Loan Party” shall mean any Subsidiary (other than a Foreign Subsidiary) that is party to the Subsidiary Guarantee Agreement (whether as original party thereto or by subsequent joinder thereto).

“Swap Obligations” shall mean with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $25,000,000.

“Swingline Exposure” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to purchase a participation in accordance with Section 2.7, which shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.

“Swingline Lender” shall mean SunTrust Bank in its capacity as provider of Swingline Loans hereunder.

“Swingline Loan” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment.

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“Swingline Rate” shall mean, for any Interest Period, the rate as offered by the Administrative Agent and accepted by the Borrower. The Borrower is under no obligation to accept this rate and the Administrative Agent is under no obligation to provide it.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Loan A” shall have the meaning set forth in Section 2.5.

“Term Loan A Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make its portion of the Term Loan A hereunder in one advance on the Effective Date, in a principal amount not exceeding the amount set forth with respect to such Lender on Schedule 1.1(a). The aggregate principal amount of all Lenders’ Term Loan A Commitments as of the Effective Date is $100,000,000.

“Term Loans” shall mean the Term Loan A and any term loan made by a Lender to the Borrower pursuant to Section 2.25 or Section 2.27.

“Total Debt to EBITDA Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on such date.

“Total Net Debt to EBITDA Ratio” shall mean, at any date of determination, the ratio of (i) the sum of (A) Consolidated Total Debt as of such date minus (B) Unrestricted Cash in an aggregate amount not to exceed at any time the aggregate amount of unrestricted cash of Borrower and its Subsidiaries on deposit with, or otherwise held by, any Lenders or Affiliate thereof to (b) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on such date.

“Transaction Documents” shall mean, collectively, the Loan Documents and the Loan Facility Documents.

“Treasury Management Obligations” shall mean, collectively, (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts, securities accounts and supply chain financing, and (b) card services, including credit cards (including purchasing cards and commercial cards), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services.

“Type”, when used in reference to a Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base Rate.

“United States” or “U.S.” shall mean the United States of America.

“Unrestricted Cash” shall mean, as of any date of determination, the aggregate amount (without duplication) of cash and Cash Equivalents of the Borrower and its Subsidiaries to the extent the same would be reflected on a consolidated balance sheet of the Borrower and its Subsidiaries if the same were prepared as of such date; provided, that, “Unrestricted Cash” of Foreign Subsidiaries shall be net of repatriation costs.

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“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2 Classifications of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan” or “Term Loan”) or by Type (e.g. a “Eurodollar Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).

Section 1.3 Accounting Terms and Determination.

(a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

(b) Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such leases shall continue to be treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective.

(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VI (including for purposes of determining the Applicable Margin and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a Pro Forma Basis) shall be made on a Pro Forma Basis with respect to (a) sales, leases, transfers and/or involuntary dispositions of

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property in any period of twelve months with an aggregate fair market value in excess of $15,000,000, (b) any Acquisition, (c) any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment, (d) any determination of whether a Domestic Subsidiary qualifies as a “Material Subsidiary” pursuant to the definition of “Material Domestic Subsidiary” or (e) any payment of a Restricted Payment occurring during such period.

Section 1.4 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated.

Section 1.5 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any LC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.6 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II.

AMOUNT AND TERMS OF THE COMMITMENTS

Section 2.1 General Description of Facilities. Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which the Lenders severally agree (to the extent of each Lender’s Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2, (ii) the Issuing Bank may issue Letters of Credit in accordance with Section 2.24, (iii) the Swingline Lender may make Swingline Loans in accordance with Section 2.4, (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitments from time to time in effect and (v) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower on the Effective Date in a principal amount not exceeding such Lender’s Term Loan A Commitment in accordance with Section 2.5.

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Section 2.2 Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans in Dollars, ratably in proportion to its Pro Rata Share of the Revolving Commitments, to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, or (ii) the sum of the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments. During the Availability Period, the Borrower shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided, that the Borrower may not borrow or reborrow should there exist a Default or Event of Default.

Section 2.3 Procedure for Revolving Borrowings. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3 attached hereto (a “Notice of Revolving Borrowing”) (x) prior to 11:00 a.m. on the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of “Interest Period”). Each Revolving Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less than $1,000,000 or a larger multiple of $500,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000; provided, that Base Rate Loans made pursuant to Section 2.5 or Section 2.24(d) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings outstanding at any time exceed six. Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing.

Section 2.4 Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower in Dollars, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all Lenders; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement.

Section 2.5 Term Loan A Commitment. Immediately prior to the Effective Date, the aggregate outstanding principal amount of term loans under the Existing Credit Agreement was $84,375,000. Subject to the terms and conditions set forth in this Agreement, on the Effective Date, each Lender holding a Term Loan A Commitment agrees to (x) extend the maturity date of its portion of the outstanding term loan under the Existing Credit Agreement to the Maturity Date applicable to the Term Loan A and (y) make an advance in the amount of its Pro Rata Share of the $15,625,000 being advanced to the Borrower on the Effective Date (and, to the extent necessary such that the portion of such extended Term Loans held by such Lender equals such Lender’s Term Loan A Commitment, make additional advances and/or permit the reallocation of its Term Loans among the other Lenders holding Term Loan A Commitments) (such extended Term Loans and any new Term Loans advanced pursuant to this Section 2.5, collectively, the “Term Loan A”). The Term Loan A may be, from time to time, a Base Rate Loan or a Eurodollar Loan or a combination thereof.

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Section 2.6 Procedure for Borrowing of Swingline Loans; Etc.

(a) Except in connection with any Auto Borrow Agreement, the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate or any other interest rate as agreed between the Borrower and the Swingline Lender and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum or maximum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter.

(b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan.

(c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand.

(d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.6(b) or to purchase the participating interests pursuant to Section 2.6(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any

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setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof at the Federal Funds Rate. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.6, until such amount has been purchased in full.

(e) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance reasonably satisfactory to the Swingline Lender and the Administrative Agent (the “Auto Borrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in the Auto Borrow Agreement, subject to the conditions set forth herein. At any time an Auto Borrow Agreement is in effect, advances under the Auto Borrow Agreement shall be deemed Swingline Loans for all purposes hereof, except that Borrowings of Swingline Loans under the Auto Borrow Agreement shall be made in accordance with the Auto Borrow Agreement. For purposes of determining the aggregate Revolving Credit Exposure of all Lenders at any time during which an Auto Borrow Agreement is in effect, the outstanding amount of all Swingline Loans shall be deemed to be the sum of the outstanding amount of Swingline Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.

Section 2.7 Funding of Borrowings.

(a) Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 11:00 a.m. to the Administrative Agent at the Payment Office; provided, that the Swingline Loans will be made as set forth in Section 2.6. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrower with the Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent.

(b) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. one (1) Business Day prior to the date of a Borrowing in which such Lender is participating that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date a corresponding

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amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at the Federal Funds Rate for up to two (2) days and thereafter at the rate specified for such Borrowing. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in this Section 2.7(b) shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(c) All Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

Section 2.8 Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing into a different Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.8. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.8 shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section 2.8, the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing substantially in the form of Exhibit 2.8 attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.8(b)(iii) and Section 2.8(b)(iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day, (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month.

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The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3.

(c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loans shall be permitted except on the last day of the Interest Period in respect thereof.

(d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Section 2.9 Optional Reduction and Termination of Commitments.

(a) Unless previously terminated, all Revolving Commitments and the Swingline Commitment shall terminate on the Revolving Commitment Termination Date. The Term Loan A Commitments in effect on the Effective Date shall terminate upon the making of the Term Loan A pursuant to Section 2.5.

(b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided, that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section 2.9 shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitments to an amount less than the aggregate outstanding Revolving Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment and the LC Commitment.

Section 2.10 Repayment of Loans.

(a) The outstanding principal amount of all Revolving Loans made by Borrower pursuant to Section 2.2 shall be due and payable by Borrower (together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.

(b) The principal amount of each Swingline Borrowing shall be due and payable (together with accrued interest thereon) on the earlier of (i) the last day of the Interest Period applicable to such Borrowing and (ii) the Revolving Commitment Termination Date.

(c) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender, the unpaid principal amount of the Term Loan A in quarterly installments in the amounts set forth below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.12 or 2.13), payable on the dates set forth below, with the aggregate unpaid principal balance of the Term Loan A due and payable on the Maturity Date (together with all accrued and unpaid interest on the amount so repaid).

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Payment Dates	Principal Payment Amount
December 31, 2017	$2,500,000
March 31, 2018	$2,500,000
June 30, 2018	$2,500,000
September 30, 2018	$2,500,000
December 31, 2018	$2,500,000
March 31, 2019	$2,500,000
June 30, 2019	$2,500,000
September 30, 2019	$2,500,000
December 31, 2019	$2,500,000
March 31, 2020	$2,500,000
June 30, 2020	$2,500,000
September 30, 2020	$2,500,000
December 31, 2020	$2,500,000
March 31, 2021	$2,500,000
June 30, 2021	$2,500,000
September 30, 2021	$2,500,000
December 31, 2021	$2,500,000
March 31, 2022	$2,500,000
June 30, 2022	$2,500,000
Maturity Date	Remaining principal balance of the Term Loan A

(d) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each applicable Lender, the unpaid principal amount of the Incremental Term Loans of such Lender in installments payable on the dates set forth in the definitive documentation therefor (and on such other date(s) and in such other amounts as may be required from time to time pursuant to this Agreement).

Section 2.11 Evidence of Indebtedness.

(a) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Revolving Commitment and the Term Loan A Commitments of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class and Type thereof and, in the case of each Eurodollar Loan, the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.8 (iv) the date of each conversion of all or a portion thereof to another Type pursuant to Section 2.8 (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the

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Borrower in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.

(b) This Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a “noteless” credit agreement. However, at the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that it will prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Borrower and the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment permitted hereunder) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.12 Optional Prepayments.

The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000 and in integral multiples of $500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, and to the scheduled principal installments thereof in direct order of maturity.

Section 2.13 Mandatory Prepayments.

(a) Immediately upon receipt by the Borrower or any of its Domestic Subsidiaries of any (i) Net Cash Proceeds of any sale or disposition by the Borrower or any of its Domestic Subsidiaries of any of its assets or (ii) any Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that, with respect to Section 2.13(a)(i) and (a)(ii), exceed (A) $15,000,000 for any such single asset sale (or series of related

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asset sales) or for any such single casualty event or (B) as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered for all such asset sales or casualty events from the date hereof through the Maturity Date, the Borrower shall prepay the Term Loans in an amount equal to all such Net Cash Proceeds (subject to the terms of the Intercreditor Agreement); provided, that the Borrower shall not be required to prepay the Term Loans with respect to Net Cash Proceeds from (w) so long as such Net Cash Proceeds are required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the Effective Date, (A) sales of assets by the Dent-A-Med Entities or (B) any casualty insurance policies or eminent domain, condemnation or similar proceedings are received by any Dent-A-Med Entity, (x) sales of assets in the ordinary course of business of the type described in Section 7.6(a) and (b), (y) sales of assets of the types described in Section 7.6(c) and (d) or (z) casualty insurance policies or eminent domain, condemnation or similar proceedings that are, in either case of Section 2.13(a)(y) or (z), reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within one hundred eighty (180) days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and actually reinvested within three hundred sixty (360) days following receipt thereof, so long as such proceeds are held in accounts at SunTrust Bank until reinvested. Any such prepayment shall be applied in accordance with Section 2.13(d).

(b) No later than the Business Day following the date of receipt by the Borrower or any of its Domestic Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Domestic Subsidiaries, the Borrower shall prepay the Term Loans in an amount equal to all such Net Cash Proceeds (subject to the terms of the Intercreditor Agreement); provided, that the Borrower shall not be required to prepay the Term Loans with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with Section 2.13(d).

(c) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments at such time, as reduced pursuant to Section 2.9 or otherwise, by no later than the following Business Day, the Borrower shall repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each such prepayment shall be applied ratably first to the Swingline Loans to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and finally to Revolving Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments at such time, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

(d) Any prepayments made by the Borrower pursuant to Sections 2.13(a) or 2.13(b) shall be applied as follows: first, to the principal balance of the Term Loan A until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares thereof, and applied to the remaining principal installments thereof (including the Maturity Date thereof) on a pro rata basis; and second, to the principal balance of any then-existing Term Loans other than the Term Loan A (on a pro rata basis) until the same shall have been paid in full, pro rata to the Lenders

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based on their Pro Rata Shares thereof, and applied to the remaining principal installments thereof (including the Maturity Date thereof) on a pro rata basis; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20.

Section 2.14 Interest on Loans.

(a) The Borrower shall pay interest with respect to the Revolving Loans made to the Borrower pursuant to Section 2.2 and the Term Loan A made to the Borrower pursuant to Section 2.5 (i) on each Base Rate Loan at the Base Rate plus the Applicable Margin in effect from time to time and (ii) on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan plus the Applicable Margin in effect from time to time.

(b) The Borrower shall pay interest on each Swingline Loan at the Swingline Rate in effect from time to time.

(c) While an Event of Default exists or after acceleration, at the option of the Required Lenders, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Loans at the rate otherwise applicable for the then-current Interest Period plus an additional two percent (2%) per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans (including all Swingline Loans) and all other Obligations hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans plus an additional two percent (2%) per annum.

(d) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Commitment Termination Date. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three (3) months or ninety (90) days, respectively, on each day which occurs every three (3) months or ninety (90) days, as the case may be, after the initial date of such Interest Period, and on the Revolving Commitment Termination Date. Interest on each Swingline Loan shall be payable on the maturity date of such Loan, which shall be the last day of the Interest Period applicable thereto, and on the Revolving Commitment Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand.

(e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error.

Section 2.15 Fees.

(a) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times agreed upon by the Borrower and the Administrative Agent in the Fee Letter.

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(b) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Percentage (determined daily in accordance with Schedule 1.1(a)) on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period. For purposes of computing commitment fees with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of such Lender.

(c) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Margin for Eurodollar Revolving Loans then in effect on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.

(d) Payments. The fees described in Sections 2.15(b) and 2.15(c) above shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on December 31, 2017 and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety).

(e) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to commitment fees accruing with respect to its Revolving Commitment during such period pursuant to Section 2.15(b) or letter of credit fees accruing during such period pursuant to Section 2.15(c) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided that (x) to the extent that a portion of the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.26, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments, and (y) to the extent any portion of such LC Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Bank. The pro rata payment provisions of Section 2.22 shall automatically be deemed adjusted to reflect the provisions of this Section 2.15(e).

Section 2.16 Computation of Interest and Fees.

All computations of interest and fees hereunder shall be made on the basis of a year of three hundred sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed); provided that interest hereunder based on the Administrative Agent’s prime lending rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or three hundred sixty-six

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(366) days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.

Section 2.17 Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for any Eurodollar Borrowing,

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. In the case of Eurodollar Loans, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) the obligations of the Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (y) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Borrowing shall be made as a Base Rate Borrowing.

Section 2.18 Illegality. If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to such date or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

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Section 2.19 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

(ii) impose on any Lender or on the Issuing Bank or the eurodollar interbank market any other condition affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein;

and the result of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five (5) Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital (or on the capital of such Lender’s or the Issuing Bank’s parent corporation) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies or the policies of such Lender’s or the Issuing Bank’s parent corporation with respect to capital adequacy or liquidity) then, from time to time, within five (5) Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation for any such reduction suffered. For the avoidance of doubt, Lenders may only make claims for compensation pursuant to this Section 2.19, in respect of a Change in Law, to the extent such claims are a consequence of its obligations hereunder or under or in respect of any Letter of Credit.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation, as the case may be, specified in Sections 2.19(a) or (b) shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender or the Issuing Bank, as the case may be, such amount or amounts within ten (10) days after receipt thereof.

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(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.19 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation.

Section 2.20 Funding Indemnity. In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.20 submitted to the Borrower or by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

Section 2.21 Taxes.

(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.21) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within five (5) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.21) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

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(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, each Foreign Lender agrees that it will deliver to the Administrative Agent and the Borrower (or in the case of a Participant, to the Lender from which the related participation shall have been purchased), as appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the payments received from the Borrower hereunder are effectively connected with such Foreign Lender’s conduct of a trade or business in the United States; (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto, certifying that such Foreign Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest; (iii) Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, together with a certificate (A) establishing that the payment to the Foreign Lender qualifies as “portfolio interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c) and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A) or the obligation of the Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that section; (2) the Foreign Lender is not a ten percent (10%) shareholder of the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B) and (3) the Foreign Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to the Borrower and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case of a Participant, on or before the date such Participant purchases the related participation). In addition, each such Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the Internal Revenue Service for such purpose).

Section 2.22 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.19, 2.20 or 2.21, or otherwise) prior to 12:00 noon, on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding

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Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.19, 2.20 and 2.21 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements, Term Loans or Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements, Term Loans and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements, Term Loans and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements, Term Loans and Swingline Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.22(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements, Term Loans or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.22(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in

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accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) Notwithstanding anything herein to the contrary, any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, reimbursement of LC Disbursements, indemnity payments or other amounts) will be retained by the Administrative Agent in a segregated non-interest bearing account until the Revolving Commitment Termination Date, at which time the funds in such account will be applied by the Administrative Agent, to the fullest extent permitted by law, in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement; second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank and the Swingline Lender under this Agreement; third, to the payment of interest due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, to the payment of fees then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fifth, to the payment of principal and unreimbursed LC Disbursements then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably in accordance with the amounts thereof then due and payable to them; sixth, to the ratable payment of other amounts then due and payable to the Lenders hereunder that are not Defaulting Lenders; and seventh, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Section 2.23 Mitigation of Obligations.

(a) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

(b) If any Lender requests compensation under Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any Lender is a Defaulting Lender, or if any Lender is not an Accepting Lender pursuant to Section 2.28, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b) all its interests, rights and obligations under this Agreement to an

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assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) The Borrower shall not be required to compensate a Lender or the Issuing Bank under Section 2.19, 2.20 or 2.21 for any taxes, increased costs or reductions incurred more than six (6) months prior to the date that such Lender or the Issuing Bank notifies the Borrower of such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further, that if any Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period shall be extended to include the period of such retroactive effect.

Section 2.24 Letters of Credit.

(a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.24(d) and 2.24(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit denominated in Dollars for the account of the Borrower or any Subsidiary on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $250,000; and (iii) the Borrower or any Subsidiary may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure plus the aggregate outstanding Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Effective Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

(b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or

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extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing Bank shall reasonably require; provided, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.

(c) At least two (2) Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before 5:00 p.m. the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.24(a) or that one or more conditions specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank’s usual and customary business practices.

(d) The Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided, that for purposes solely of such Borrowing, the conditions precedent set forth in Section 3.2 hereof and the minimum borrowing limitations set forth in Section 2.3 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.7. The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.

(e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to Section 2.24(a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing

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should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided, that if such payment is required to be returned for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it.

(f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to Sections 2.24(d) or (e) on the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided, that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the Base Rate plus an additional two percent (2%) per annum.

(g) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of Cash Collateral pursuant to this Section 2.24(g), the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to one hundred five percent (105%) of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided, that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Sections 8.1(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

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(h) Promptly following the end of each Fiscal Quarter, the Issuing Bank shall deliver (through the Administrative Agent) to each Lender and the Borrower a report describing the aggregate Letters of Credit outstanding at the end of such Fiscal Quarter. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding.

(i) The Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances:

(i) Any lack of validity or enforceability of any Letter of Credit or this Agreement;

(ii) The existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;

(iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit;

(v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.24, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; or

(vi) The existence of a Default or an Event of Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed to

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excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(j) Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable laws, each Letter of Credit shall be governed by the “International Standby Practices 1998” (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued) and to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 10.5.

(k) Conflict with LC Documents. In the event of any conflict between the terms hereof and the terms of any LC Document, the terms hereof shall control.

(l) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefit from the businesses of such Subsidiaries.

Section 2.25 Increase of Commitments; Additional Lenders.

(a) From time to time after the Effective Date but before the termination of this Agreement and in accordance with this Section 2.25, the Borrower may from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Commitment”) or to establish one or more new additional term loans (each, an “Incremental Term Loan”); provided, that:

(i) the aggregate amount of all Incremental Revolving Commitments plus the aggregate initial principal amount all Incremental Term Loans shall not exceed the Maximum Incremental Facility Amount during the term of this Agreement;

(ii) any Incremental Revolving Commitment or establishment of an Incremental Term Loan shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof;

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(iii) no Default or Event of Default shall exist and be continuing at the time of the establishment of any Incremental Revolving Commitment or Incremental Term Loan;

(iv) the conditions set forth in Section 3.2 shall be satisfied as of the date of the establishment of any Incremental Revolving Commitment or Incremental Term Loan;

(v) the Borrower shall have provided to the Administrative Agent a Pro Forma Compliance Certificate, in form an detail reasonably acceptable to the Administrative Agent, demonstrating compliance with the financial covenants in Article VI after giving effect to such Incremental Revolving Commitment or Incremental Term Loan on a Pro Forma Basis (assuming for purposes hereof, that the Aggregate Revolving Commitments (including any Incremental Revolving Commitments) are fully drawn and funded); provided, that, in the case of an Incremental Term Loan subject to the Incremental Funds Certain Provision, such compliance will be determined at the option of the Borrower either (A) at the time of funding of such Incremental Term Loan, or (B) at the time the applicable Acquisition Agreement is entered into (but not more than ninety (90) days prior to the consummation of such Permitted Acquisition or such later date as Administrative Agent may agree in writing);

(vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Loan Parties and opinions of counsel to the Loan Parties) it may reasonably request relating to such Incremental Revolving Commitments or such establishment of such Incremental Term Loan, all in form and substance reasonably satisfactory to the Administrative Agent;

(vii) the Applicable Margin of each Incremental Term Loan shall be as set forth in the definitive documentation therefor; provided that (A) if the Initial Yield applicable to any such Incremental Term Loans exceeds the sum of the Applicable Margin then in effect for Eurodollar Term Loans plus one fourth of the Up-Front Fees paid in respect of the existing Term Loans (the “Existing Yield”), then the Applicable Margin of the existing Term Loans shall increase by an amount equal to the difference between the Initial Yield and the Existing Yield, and (B) any Incremental Term Loans made pursuant to this Section 2.25 shall have a maturity date no earlier than the latest existing Maturity Date or the then applicable Revolving Commitment Termination Date and shall have a Weighted Average Life to Maturity no shorter than that of the Term Loan A or any other then-existing Incremental Term Loan;

(viii) any Incremental Revolving Commitments under this Section 2.25 shall have terms identical to those for the Revolving Commitments under this Agreement, other than with respect to the payment of Up-Front Fees;

(ix) no Lender shall have any obligation to provide any Incremental Revolving Commitment or any Incremental Term Loan, and any decision by a Lender to provide any Incremental Revolving Commitment or any Incremental Term Loan shall be made in its sole discretion independently from any other Lender;

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(x) the Borrower may designate a bank or other financial institution that is not already a Lender to provide all or any portion of any Incremental Revolving Commitments or an Incremental Term Loan, so long as (i) such Person (an “Additional Lender”) becomes a party to this Agreement pursuant to a lender joinder agreement or other document in form and substance satisfactory to the Administrative Agent that has been executed by the Borrower and such Additional Lender, (ii) any such Person proposed by the Borrower to become an Additional Lender must be reasonably acceptable to the Administrative Agent and, if such Additional Lender is to provide a Revolving Commitment, each of the Issuing Bank and the Swingline Lender.

(xi) any Incremental Revolving Commitments or establishment of an Incremental Term Loan shall be pursuant to a commitment agreement, joinder agreement or other document in form and substance reasonably acceptable to the Administrative Agent, and upon the effectiveness of such commitment agreement, joinder agreement or other document pursuant to the terms thereof, the Commitments, as applicable, shall automatically be increased by the amount of the Commitments added through such commitment agreement, joinder agreement or other document and Schedule 1.1(a) shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments;

(xii) with respect to any Incremental Revolving Commitments, (i) if any Revolving Loans are outstanding upon giving effect to any Incremental Revolving Commitments, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.20) in an amount necessary such that after giving effect to such Incremental Revolving Commitments, each Lender will hold its Pro Rata Share of outstanding Revolving Loans and (ii) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments;

(xiii) the Borrower shall pay any applicable upfront or arrangement fees in connection with such Incremental Revolving Commitments or Incremental Term Loan;

(xiv) subject to the limitations set forth in Section 2.25(a)(vii), the amortization, the pricing and the use of proceeds applicable to any such Incremental Term Loan shall in each case be set forth in the definitive documentation with respect to such Incremental Term Loan; and

(xv) all other terms and conditions with respect to any such Incremental Revolving Commitments shall be reasonably satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender.

(b) Upon the effectiveness of any such Incremental Revolving Commitment or any Incremental Term Loan, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Revolving Commitments and/or the Incremental Term Loans, as applicable, and Schedule 1.1(a) shall automatically be deemed amended accordingly.

(c) Notwithstanding anything to the contrary in this Section 2.25, if the proceeds of any Incremental Term Loan are being used to finance a Permitted Acquisition made pursuant to an acquisition agreement, binding on the Borrower or any of its Subsidiaries, entered into in

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advance of the consummation thereof that does not provide for a “financing out” (an “Acquisition Agreement”), and the Borrower has obtained on or prior to the closing thereof binding commitments of Lenders and/or Additional Lenders to fund such Incremental Term Loan, then the conditions to the funding and incurrence of any such Incremental Term Loan may, at the option of the Borrower, be limited as follows: (A) the condition set forth in Section 3.2(b) shall apply only with respect to Specified Representations, (B) all representations and warranties of each Loan Party (excluding for the avoidance of doubt any target entities or subsidiaries thereof to be acquired in connection with any Permitted Acquisition) set forth in the Loan Documents

shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) at the date the applicable Acquisition Agreement is executed and delivered; provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date; (C) the representations and warranties in the Acquisition Agreement made by or with respect to the Person or assets subject to the Permitted Acquisition that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that the Borrower and/or any of its Subsidiaries, as applicable, has the right to terminate its or their obligations under the Acquisition Agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such Acquisition Agreement and (D) the reference to “no Default or Event of Default” in Section 3.2(a) shall mean (1) the absence of a Default or Event of Default at the date the applicable Acquisition Agreement is executed and delivered and (2) the absence of a Specified Event of Default at the date the applicable Permitted Acquisition is consummated. For purposes of clarity, the establishment of Incremental Revolving Commitments shall not be subject at any time to the Incremental Funds Certain Provision. Nothing in the foregoing constitutes a waiver of any Default or Event of Default under this Agreement or of any rights or remedies of Lenders and the Administrative Agent under any provision of the Loan Documents. The provisions of this paragraph are collectively referred to in this Agreement as the “Incremental Funds Certain Provision”.

For purposes of determining compliance on a Pro Forma Basis with the financial covenants in Article VI or other ratio requirement under this Agreement, or whether a Default or Event of Default has occurred and is continuing, in each case in connection with the consummation of an Acquisition using proceeds from an Incremental Term Loan that qualifies to be subject to the Incremental Funds Certain Provision, the date of determination shall, at the option of the Borrower, be (A) the date of funding of such Incremental Term Loan, or (B) the date of execution of such Acquisition Agreement, and such determination shall be made after giving effect to such Acquisition (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis, and, for the avoidance of doubt, if such financial covenants or other ratio requirement is subsequently breached as a result of fluctuations in the ratio that is subject of such financial covenants or other ratio requirement (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis or the EBITDA (calculated in a manner consistent with the calculation of Consolidated EBITDA) of the acquired Person or assets), at or prior to the consummation of such Acquisition (and the other transactions to be entered into in connection therewith), such financial covenants or other ratio requirement will not be deemed to have been breached as a result of such fluctuations solely for the purpose of

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determining whether such Acquisition (and the other transactions to be entered into in connection therewith) constitutes a Permitted Acquisition; provided; that (x) if the Borrower elects to have such determination occur at the time of entry into the applicable Acquisition Agreement (and not at the time of consummation of the Acquisition), (I) the Incremental Term Loan to be incurred shall be deemed incurred at the time of such election (unless the applicable Acquisition Agreement is terminated without actually consummating the applicable Permitted Acquisition, in which case such Acquisition and related Incremental Term Loan will not be treated as having occurred) and outstanding thereafter for purposes of calculating compliance, on a Pro Forma Basis, with any applicable financial covenants or other ratio requirement in this Agreement (even if unrelated to determining whether such Acquisition is a Permitted Acquisition) and (II) such Permitted Acquisition must close within ninety (90) days (or such later date as Administrative Agent may agree in writing) of the signing of the applicable Acquisition Agreement and (y) EBITDA (calculated in a manner consistent with the calculation of Consolidated EBITDA) of the acquired business shall be disregarded for all purposes under this Agreement other than determining whether such Acquisition is a Permitted Acquisition until the consummation of such Permitted Acquisition.

(d) For purposes of this Section 2.25, the following terms shall have the meanings specified below:

(i) “Initial Yield” shall mean, with respect to Incremental Term Loans or Incremental Revolving Commitments, the amount (as determined by the Administrative Agent) equal to the sum of (A) the margin above the Adjusted LIBO Rate on such Incremental Term Loans or such Incremental Revolving Commitment, as applicable (including as margin the effect of any “LIBOR floor” applicable on the date of the calculation), plus (B) (x) the amount of any Up-Front Fees on such Incremental Term Loans or such Incremental Revolving Commitments, as applicable (including any fee or discount received by the Lenders in connection with the initial extension thereof), divided by (y) the lesser of (1) the Weighted Average Life to Maturity of such Incremental Term Loans or such Incremental Revolving Commitments, as applicable, and (2) four.

(ii) “Up-Front Fees” shall mean the amount of any fees or discounts received by the Lenders in connection with the making of Loans or extensions of credit, expressed as a percentage of such Loan or extension of credit. For the avoidance of doubt, “Up-Front Fees” shall not include any arrangement fee paid to any Arranger.

(iii) “Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

Section 2.26 Defaulting Lenders.

(a) If a Lender holding a Revolving Commitment becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement:

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(i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective no later than one (1) Business Day after the Administrative Agent has actual knowledge that such Lender with a Revolving Commitment has become a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments (calculated as if the Defaulting Lender’s Revolving Commitment was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately); provided that the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation; and

(ii) to the extent that any portion (the “unreallocated portion”) of the LC Exposure and the Swingline Exposure of any Defaulting Lender cannot be reallocated pursuant to Section 2.26(a)(i) above for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Defaulting Lender to the Issuing Bank or the Swingline Lender in respect of such LC Exposure or such Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of the LC Exposure and the Swingline Exposure of such Defaulting Lender, (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender;

provided that neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender.

(b) If the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing in their discretion that any Defaulting Lender has ceased to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice, and subject to any conditions set forth therein, the LC Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and such Lender will purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing). If any Cash Collateral has been posted with respect to the LC Exposure or the Swingline Exposure of such Defaulting Lender, the Administrative Agent will promptly return such Cash Collateral to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

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(i) So long as any Lender is a Defaulting Lender, the Issuing Bank will not be required to issue, amend, extend, renew or increase any Letter of Credit, and the Swingline Lender will not be required to fund any Swingline Loans, as applicable, unless it is satisfied that one hundred percent (100%) of the related LC Exposure and Swingline Exposure after giving effect thereto is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following:

(ii) in the case of a Defaulting Lender, the Swingline Exposure and the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders as provided in Section 2.26(a)(i);

(iii) in the case of a Defaulting Lender, without limiting the provisions of Section 2.26(a)(ii), the Borrower Cash Collateralizes its reimbursement obligations in respect of such Letter of Credit or such Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or such Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and

(iv) in the case of a Defaulting Lender, the Borrower agrees that the face amount of such requested Letter of Credit or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit or such Swingline Loan will, subject to the limitation in the proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.22 will be deemed adjusted to reflect this provision; provided that the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reduction.

Section 2.27 Refinancing Facilities.

(a) The Borrower may from time to time, add one or more tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Loan Parties, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Refinancing Facility (each a “Refinancing Facility Amendment”) pursuant to procedures reasonably specified by the Administrative Agent to refinance all or any portion of any outstanding Term Loan or any Revolving Loan then in effect; provided, that:

(i) such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Loans and, in the case of a revolving facility, the Revolving Loans and any undrawn available commitments in respect of such revolving facility being refinanced (plus accrued interest, fees, discounts, premiums and reasonable expenses);

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(ii) no Default or Event of Default shall exist on the effective date of such Refinancing Facility or would exist after giving effect to such Refinancing Facility;

(iii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Facility and any such decision whether to provide a commitment to such Refinancing Facility shall be in such Lender’s sole and absolute discretion;

(iv) such Refinancing Facility shall be in an aggregate principal amount of at least $25,000,000 and each commitment of a Lender to such Refinancing Facility shall be in a minimum principal amount of at least $5,000,000, in the case of a Refinancing Revolving Facility and at least $1,000,000 in the case of a Refinancing Term Loan (or, in each case, such lesser amounts as the Administrative Agent and the Borrower may agree);

(v) each Person providing a commitment to such Refinancing Facility shall meet the requirements in Section 10.04(b);

(vi) the Borrower shall deliver to the Administrative Agent:

(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) attaching evidence of appropriate corporate authorization on the part of such Loan Party with respect to such Refinancing Facility as the Administrative Agent may reasonably request and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date, and (II) no Default or Event of Default shall exist;

(B) such amendments to the other Loan Documents as the Administrative Agent may reasonably request to reflect such Refinancing Facility;

(C) customary opinions of legal counsel to the Loan Parties as the Administrative Agent may reasonably request, addressed to the Administrative Agent and each Lender (including each Person providing any commitment under any Refinancing Facility), dated as of the effective date of such Refinancing Facility;

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(D) to the extent requested by any Lender (including each Person providing any commitment under any Refinancing Facility), executed promissory notes evidencing such Refinancing Facility, issued by the Borrower in accordance with Section 2.11(b); and

(E) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent.

(vii) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;

(viii) such Refinancing Facility (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be guaranteed by any Person that is not a Guarantor; and (C) shall be unsecured;

(ix) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility; provided that (A) to the extent refinancing a Revolving Loan and constituting a Refinancing Revolving Facility, such Refinancing Facility shall have a termination date no earlier than the Revolving Commitment Termination Date and (B) to the extent refinancing a Term Loan or constituting term loan facilities, such Refinancing Term Loan shall have a maturity date no earlier than the latest then existing Maturity Date, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loan being refinanced;

(x) if such Refinancing Facility is a Refinancing Revolving Facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Loans (or otherwise provide for more favorable voting rights for the then outstanding Revolving Loans) and (B) such Refinancing Facility may provide for the issuance of Letters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing revolving credit facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swingline Loans under the existing revolving credit facilities;

(xi) each Borrowing of Revolving Loans and participations in Letters of Credit pursuant to Section 2.24 shall be allocated pro rata among the Revolving Loans;

(xii) subject to Section 2.27(a)(ix) above, such Refinancing Facility will have terms and conditions that are substantially identical to, or less favorable, when taken as a whole (as determined by the Borrower in its reasonable judgment), to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Loan

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or Term Loan being refinanced; provided, however, that such Refinancing Facility may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders thereof and applicable only during periods after the then latest Revolving Commitment Termination Date or latest Maturity Date in effect; and

(xiii) substantially concurrent with the incurrence of such Refinancing Facility the Borrower shall apply the Net Cash Proceeds of such Refinancing Facility to the prepayment of outstanding Loans being so refinanced (and, in the case of a Refinancing Facility that refinances a Revolving Loan, the Borrower shall permanently reduce the amount of the commitments to the Revolving Loan being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility (other than Net Cash Proceeds applied to pay accrued interest, fees, discounts and premiums).

(b) The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Refinancing Facility Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.27. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, if so provided in the Refinancing Facility Amendment for a Refinancing Revolving Facility and with the consent of each Issuing Bank, participation in Letters of Credit under the existing revolving credit facilities shall be reallocated from Lenders holding revolving commitments under the existing revolving credit facilities which are being refinanced to Lenders holding revolving commitments under such Refinancing Revolving Facility in accordance with the terms of such Refinancing Facility Amendment.

Section 2.28 Extension of Revolving Loans and Term Loans. The Borrower may from time to time, subject to the consent of the Administrative Agent, make one or more offers to all the Lenders holding a Revolving Commitment or to all of the Lenders holding a Term Loan to make one or more amendments or modifications to (a) allow the maturity and scheduled amortization (if any) of such Loans and Commitments of the accepting Lenders to be extended and (b) increase or decrease the Applicable Margin and/or fees payable with respect to such Loans and Commitments (if any) of the accepting Lenders (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent. Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. Each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent such written agreements as the Administrative Agent shall reasonably require to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Loan Parties shall also deliver such certified resolutions, legal opinions and other documents as requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Permitted Amendment. Each of the parties hereto hereby agrees that (x) upon the effectiveness of any Permitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendments evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and (y) any applicable Lender who is not an Accepting Lender may be replaced by the Borrower in accordance with Section 2.23(b).

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ARTICLE III.

CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions To Effectiveness. The amendment and restatement of the Existing Credit Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):

(a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Arrangers.

(b) The Administrative Agent (or its counsel) shall have received the following:

(i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include facsimile or form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;

(ii) a duly executed Subsidiary Guarantee Agreement by the Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) a duly executed Borrower Guarantee Agreement (with respect to the Hedging Obligations and Treasury Management Obligations of the Subsidiaries of the Borrower);

(iii) a duly executed copy of the Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent;

(iv) a certificate of the Secretary or Assistant Secretary of each Loan Party, substantially in the form attached hereto as Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws or operating agreement, as applicable, and of the resolutions of its board of directors (or equivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party;

(v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of such Loan Party;

(vi) a favorable written opinion of Kilpatrick Townsend & Stockton LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;

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(vii) a certificate, dated the Effective Date substantially in the form attached hereto as Exhibit 3.1(b)(vii) and signed by a Responsible Officer, (A) confirming compliance with the conditions set forth in Sections 3.2(a), (b) and (c), and (B) certifying that (x) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired and (y) no known investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing;

(viii) a duly executed Notice of Borrowing;

(ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof;

(x) certified copies of amendments to the Note Agreements and any material documents related thereto, each in form and substance reasonably satisfactory to the Administrative Agent;

(xi) a solvency certificate, dated as of the Effective Date and signed by the chief financial officer of Borrower, confirming that the Borrower is Solvent, and the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans and any other extensions of credit on the Effective Date and the consummation of the other transactions contemplated herein;

(xii) (A) audited financial statements of the Borrower and its Subsidiaries for the period ending December 31, 2016 and (B) financial projections for the Borrower and its Subsidiaries for the next five (5) Fiscal Years;

(xiii) all documentation and other information with respect to the Loan Parties that the Administrative Agent or such Lender reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; and

(xiv) such other documents, certificates, information or legal opinions as the Administrative Agent or the Lenders may reasonably request, all in form and substance satisfactory to the Administrative Agent and the Lenders.

For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

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Section 3.2 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (including a request for a credit extension relating to an advance under a Refinancing Facility), is subject to the satisfaction of the following conditions, in each case, subject to the Incremental Funds Certain Provision, as applicable:

(a) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; and

(b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date;

(c) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and

(d) the Borrower shall have delivered the required Notice of Borrowing.

Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit (including a request for a credit extension relating to an advance under a Refinancing Facility) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Sections 3.2(a), (b) and (c).

Section 3.3 Delivery of Documents. All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article III, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and each Lender as follows:

Section 4.1 Existence; Power. The Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted, and (c) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

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Section 4.2 Organizational Power; Authorization. The execution, delivery and performance by each Loan Party of the Transaction Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, partner, member or stockholder, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Transaction Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 4.3 Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Transaction Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any judgment or order of any Governmental Authority binding on the Borrower or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Section 4.4 Financial Statements. The Borrower has furnished to each Lender the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2016, and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended prepared by Ernst & Young. Such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied. Since December 31, 2016, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.

Section 4.5 Litigation and Environmental Matters.

(a) No litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Transaction Document.

(b) Except as could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply in any material respect with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (ii) has become subject to any Environmental Liability. Neither the Borrower nor any of its Subsidiaries (x) has received notice of any claim with respect to any Environmental Liability or (y) knows of any basis for any Environmental Liability that, in each case, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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Section 4.6 Compliance with Laws and Agreements. The Borrower and each Subsidiary is in compliance with (a) all applicable laws, rules, regulations and orders of any Governmental Authority, and (b) all indentures, agreements or other instruments binding upon it or its properties, except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 4.7 Investment Company Act, Etc. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt.

Section 4.8 Taxes. The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any Subsidiary could become liable have timely filed or caused to be filed all Federal income tax returns and all other tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (a) to the extent the failure to do so would not have a Material Adverse Effect or (b) where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated.

Section 4.9 Margin Regulations. None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U or for any purpose that violates the provisions of the Regulation T, U or X. Neither the Borrower nor its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock.”

Section 4.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of all such underfunded Plans.

Section 4.11 Ownership of Property.

(a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its business.

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(b) Each of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, tradenames, copyrights and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 4.12 Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports (including without limitation all reports that the Borrower is required to file with the Securities and Exchange Commission), financial statements, certificates or other written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided, that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 4.13 Labor Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries, or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, and no significant unfair labor practice, charges or grievances are pending against the Borrower or any of its Subsidiaries, or to the Borrower’s knowledge, threatened against any of them before any Governmental Authority. All payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 4.14 Subsidiaries. Schedule 4.14 sets forth the name of, the ownership interest of the Borrower in, the jurisdiction of incorporation of, and the type of, each Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Effective Date.

Section 4.15 Solvency. After giving effect to the execution and delivery of the Loan Documents (including the provisions of Sections 8, 9 and 23 of the Subsidiary Guarantee Agreement and Sections 8, 9 and 23 of the Borrower Guarantee Agreement) and the making of the Loans under this Agreement, (a) the Borrower is Solvent on the Effective Date and (b) the Loan Parties on a consolidated basis are Solvent.

Section 4.16 Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers (in such capacity), employees (in such capacity) and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (a) the Borrower, any Subsidiary or any of their respective officers (in such capacity) or employees (in such capacity), or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use by the Borrower or any Subsidiary of the proceeds thereof or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions.

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Section 4.17 No EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

Section 4.18 Inactive Subsidiaries. The Inactive Subsidiaries do not (a) have assets with an aggregate book value in excess of $1,000,000, (b) have revenue in excess of $1,000,000 in the aggregate and (c) conduct any business activities.

ARTICLE V.

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of and interest on any Loan or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

Section 5.1 Financial Statements and Other Information. The Borrower will deliver to the Administrative Agent and each Lender:

(a) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a copy of the annual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Ernst & Young or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. It is understood and agreed that the requirements of this Section 5.1(a) (x) shall be satisfied by delivery of the applicable annual report on Form 10-K of the Borrower to the Securities and Exchange Commission if delivered within the applicable time period noted herein and is available to the Lenders on EDGAR and (y) are effective as of the Effective Date;

(b) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year (other than the last Fiscal Quarter), an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the previous Fiscal Year, all certified by the chief financial officer, treasurer or controller of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of

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footnotes. It is understood and agreed that the requirements of this Section 5.1(b) (x) shall be satisfied by delivery of the applicable quarterly report on Form 10-Q of the Borrower to the Securities and Exchange Commission if delivered within the applicable time period noted herein and is available to the Lenders on EDGAR and (y) are effective as of the Effective Date;

(c) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and (b) above, a certificate of a Responsible Officer, (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 4.4 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained any knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of the Securities and Exchange Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, it being agreed that the requirements of this Section 5.1(e) may be satisfied by the delivery of the applicable reports, statements or other materials to the Securities and Exchange Commission to the extent that such reports, statements or other materials are available to the Lenders on EDGAR;

(f) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request; and

(g) as soon as available and in any event within 60 days after the end of each Fiscal Year, a forecasted income statement, balance sheet, and statement of cash flows for the following Fiscal Year, in each case, on a quarter by quarter basis for such forecasted Fiscal Year information.

Section 5.2 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

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(c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $25,000,000 or (iv) becomes aware of any basis for any Environmental Liability in excess of $25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and

(e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.3 Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business and will continue to engage in (i) the same business as presently conducted or such other businesses that are reasonably related thereto, including but not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), and (ii) any other ancillary businesses which are complementary to the business of the Borrower and its Subsidiaries as conducted as of the Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Borrower and its Subsidiaries as of the Effective Date; provided, that nothing in this Section 5.3 shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3.

Section 5.4 Compliance with Laws, Etc. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including without limitation, all Environmental Laws, ERISA and OSHA, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.5 Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all tax liabilities and claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

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Section 5.6 Books and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of Borrower in conformity with GAAP.

Section 5.7 Visitation, Inspection, Etc. The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided, however, if a Default or an Event of Default has occurred and is continuing, no prior notice shall be required. All reasonable expenses incurred by the Administrative Agent and, at any time after the occurrence and during the continuance of a Default or an Event of Default, any Lenders in connection with any such visit, inspection, audit, examination and discussions shall be borne by the Borrower.

Section 5.8 Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. In addition, and not in limitation of the foregoing, the Borrower shall maintain and keep in force insurance coverage on its inventory, as is consistent with best industry practices. The Borrower shall at all times cause the Administrative Agent to be named as additional insured on all of its casualty and liability policies.

Section 5.9 Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of all Loans (a) as an extension and continuation of Indebtedness owing under this Agreement on the Effective Date and to pay fees and expenses related thereto, (b) to finance working capital needs, (c) to refinance existing debt (including, without limitation, (x) the remaining principal amount of the term loan and accrued and unpaid interest thereon owing under the Existing Credit Agreement and (y) to pay down to zero the principal amount of all outstanding Indebtedness owing under the Dent-A-Med Credit Agreement as of the Effective Date), (d) to finance Permitted Acquisitions and (e) for other general corporate purposes of the Borrower and its Subsidiaries, in each case, not in contravention of any law or Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X. All Letters of Credit will be used for general corporate purposes.

The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (3) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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Section 5.10 Additional Subsidiaries; Guarantees.

(a) Within ten (10) Business Days (or such later date as the Administrative Agent may agree in its sole discretion) after any Subsidiary is acquired or formed, the Borrower shall (i) notify the Administrative Agent and the Lenders thereof, (ii) if such Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Subsidiary Loan Party by executing agreements in the form of Annex I to the Subsidiary Guarantee Agreement and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Administrative Agent. In the event that any Domestic Subsidiary that is not already a Subsidiary Loan Party becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Borrower shall have up to ten (10) Business Days (or such later date as the Administrative Agent may agree in its sole discretion) to cause it to (x) become a Subsidiary Loan Party by executing agreements in the form of Annex I to the Subsidiary Guarantee Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Administrative Agent.

(b) The Borrower may, after the Effective Date, acquire (subject to Section 7.4) or form additional Foreign Subsidiaries. To the extent the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Obligations pursuant to this Section 5.10(b) for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Borrower (i) shall notify the Administrative Agent and the Lenders thereof, (ii) subject to any required intercreditor arrangements entered into between the Administrative Agent and the holders of the notes issued under each applicable Note Agreement (or any representative thereof) in order to accomplish any required equal sharing of such pledged collateral pursuant to the terms of each applicable Note Agreement, deliver stock certificates and related pledge agreements, in form satisfactory to a collateral agent acceptable to the Administrative Agent, evidencing the pledge of sixty-six percent (66%) (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Borrower or any Domestic Subsidiary to secure the Obligations to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Obligations pursuant to this Section 5.10(b) for the most recently ended twelve (12) month period does not exceed twenty percent (20%) of Consolidated EBITDA, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding Section 5.10(b)(ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary described in Section 3.1 as reasonably requested by the Administrative Agent; provided that in no event shall any such Foreign Subsidiary be required to join the Subsidiary Guarantee Agreement or otherwise to guarantee any of the Obligations. Upon the occurrence of the Foreign Pledge Date, the Borrower will be required to comply with the terms of this Section 5.10(b) within thirty (30) days after any new Foreign Subsidiary is acquired

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or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the Administrative Agent shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Lenders, with all other creditors of the Borrower having a similar covenant with the Borrower.

(c) Notwithstanding anything to the contrary in this Agreement, (i) none of the Inactive Subsidiaries shall be required to become a Subsidiary Loan Party or to execute the Subsidiary Guarantee Agreement, subject to compliance with Section 7.13 and (ii) the Borrower shall cause each Inactive Subsidiary to be dissolved as soon practicable without incurring adverse tax consequences unless otherwise permitted by the Administrative Agent with such consent not to be unreasonably withheld, conditioned or delayed.

(d) The Borrower will cause any Domestic Subsidiary or any other Domestic Controlled Affiliate (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement) that provides a Guarantee or otherwise becomes liable (including as a borrower or co-borrower) in respect of the obligations under any Note Agreement or any other agreement providing for the incurrence of Indebtedness that is pari passu with the Indebtedness under this Agreement to become a Subsidiary Loan Party by executing agreements in the form of Annex I to the Subsidiary Guarantee Agreement and deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Administrative Agent.

(e) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the termination in full of the Dent-A-Med Credit Agreement and all related loan documentation (such date, the “DAMI Joinder Date”), the Borrower shall comply with the terms of Section 5.10(a) with respect to each of the Dent-A-Med Entities.

Section 5.11 Further Assurances.

(a) Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution or acknowledgment thereof, and (ii) do, execute, acknowledge and deliver any and all such further acts, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

(b) On or prior to October 31, 2017 (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall have caused the commitments under the Dent-A-Med Credit Agreement to be terminated in full and all security interests granted in favor of Wells Fargo Bank, National Association to have been terminated and released.

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ARTICLE VI.

FINANCIAL COVENANTS

The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

Section 6.1 Total Debt to EBITDA Ratio. The Borrower and its Subsidiaries shall maintain, as of the last day of each Fiscal Quarter, a Total Debt to EBITDA Ratio of not greater than 3.00:1.00.

Section 6.2 Fixed Charge Coverage Ratio. The Borrower and its Subsidiaries shall maintain, as of the last day of each Fiscal Quarter, a Fixed Charge Coverage Ratio of not less than 2.50:1.00.

ARTICLE VII.

NEGATIVE COVENANTS

The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of or interest on any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

Section 7.1 Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness created pursuant to the Loan Documents;

(b) Indebtedness existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;

(c) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, that such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, (x) the aggregate principal amount of such Indebtedness, as of any date of determination, does not at any time exceed three percent (3.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, and (y) the aggregate principal amount of such Indebtedness incurred by Foreign Subsidiaries under this Section 7.1(c), together with the principal amount of Indebtedness permitted to be incurred under Section 7.1(i) does not exceed twenty percent (20%)

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of the aggregate book value of the total assets of the Borrower and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding Fiscal Quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on a Pro Forma Basis);

(d) Indebtedness of the Borrower owing to any Loan Party and of any Loan Party owing to the Borrower or any other Loan Party;

(e) Guarantees by the Borrower of Indebtedness of any Loan Party and by any Loan Party of Indebtedness of the Borrower or any other Loan Party;

(f) Guarantees by the Borrower of Indebtedness of certain franchise operators of the Borrower; provided such guarantees are given by the Borrower in connection with (i) loans made pursuant to the terms of the Loan Facility Agreement or (ii) loans made pursuant to terms of any other loan facility agreements and guaranteed on an unsecured basis with terms otherwise reasonably acceptable to the Administrative Agent entered into after the date hereof in an aggregate principal amount at any time outstanding not to exceed, as of any date of determination, three percent (3.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered;

(g) endorsed negotiable instruments for collection in the ordinary course of business;

(h) Guarantees by Borrower of permitted Indebtedness of Foreign Subsidiaries;

(i) unsecured Indebtedness of Foreign Subsidiaries (whether such Indebtedness represents loans made by the Borrower or any of its Subsidiaries or by a third party) so long as after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (x) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under Section 6.1, (y) no Default or Event of Default has occurred and is continuing, or would result therefrom and (z) the aggregate principal amount of such Indebtedness, together with the amount of and Indebtedness permitted to be incurred by such Foreign Subsidiaries under Section 7.1(c), does not exceed twenty percent (20%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding Fiscal Quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on a Pro Forma Basis);

(j) Private Placement Debt under the 2011 Note Agreement and the 2014 Note Agreement in an aggregate principal amount not to exceed $425,000,000 at any time, together with, (x) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, amendments, extensions, renewals, refinancings and replacements of any such Indebtedness that do not (i) increase the outstanding principal amount thereof or shorten the maturity or the weighted average life thereof, (ii) have financial and other terms that are materially more onerous in the aggregate than the terms set forth in the Note Agreements as of the Effective Date and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under the Note Agreements as of the Effective Date and (iii) include an obligor that is not a Loan Party pursuant to this Agreement and the other Loan Documents and (y) Guarantees of such Indebtedness by any Subsidiaries of Borrower;

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(k) secured Indebtedness in an aggregate principal amount not to exceed (including any such Indebtedness resulting from any exercise of any incremental facility provisions) $110,000,000 under the Dent-A-Med Credit Agreement, as may be amended and otherwise modified, so long as the terms of such facility are not amended to be more restrictive than those in effect on the Effective Date or in a manner materially adverse to the Lenders and all Indebtedness incurred thereunder remains non-recourse to the Borrower or any of its Subsidiaries (other than the Dent-A-Med Entities);and

(l) any other unsecured Indebtedness of the Borrower or any Subsidiary that is a Loan Party so long as after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (w) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under Section 6.1, (x) no Default or Event of Default has occurred and is continuing, or would result therefrom, (y) the terms of such Indebtedness are not on financial and other terms that are materially more onerous in the aggregate than the Indebtedness under this Agreement and the other Loan Documents and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and the other Loan Documents and (z) such Indebtedness does not include an obligor that is not a Loan Party pursuant to this Agreement and the other Loan Documents.

Section 7.2 Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired (other than any shares of stock of the Borrower that are repurchased by the Borrower and retired or held by the Borrower), except:

(a) Permitted Encumbrances;

(b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary;

(c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith;

(d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset

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prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;

(e) extensions, renewals, or replacements of any Lien referred to in Sections 7.2(a) through 7.2(d); provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby;

(f) Liens securing the Obligations;

(g) Liens on shares of stock of any Foreign Subsidiary to the extent that the Obligations are secured pari passu with any other Indebtedness or obligations secured thereby;

(h) Liens securing Indebtedness permitted by Section 7.1(k); provided that such Liens apply only to (i) the Capital Stock of Dent-A-Med and (ii) the assets of the Dent-A-Med Entities, including the Capital Stock of any Subsidiaries of Dent-A-Med; and

(i) Liens securing obligations incurred in the ordinary course of business (other than Indebtedness) in an aggregate principal amount not to exceed at any time $5,000,000.

Section 7.3 Fundamental Changes.

(a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the Borrower or any other Loan Party; provided that the Borrower or such Loan Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (except, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated) (A) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (B) any Subsidiary may merge into another Subsidiary or the Borrower; provided, however, that if the Borrower is a party to such merger, the Borrower shall be the surviving Person, provided, further, that if any Subsidiary to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (C) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (D) any other Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and such Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

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(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto.

Section 7.4 Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:

(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);

(b) Permitted Investments;

(c) Permitted Acquisitions;

(d) Investments made by the Borrower in or to any other Loan Party and by any other Loan Party to the Borrower or in or to another Loan Party;

(e) loans or advances to employees, officers, stockholders or directors of the Borrower or any Subsidiary in the ordinary course of business; provided, however, that the aggregate amount of all such loans and advances does not exceed $2,000,000 at any time outstanding;

(f) loans to franchise operators and owners of franchises acquired or funded pursuant to the Loan Facility Agreement and the other credit facility agreements referenced in Section 7.1(f);

(g) Guarantees permitted under Section 7.1(f);

(h) the acquisition or ownership of stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to any Subsidiary Loan Party or any of their Subsidiaries;

(i) loans to and other investments in Foreign Subsidiaries; provided that, the aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries do not exceed the amount permitted under Section 7.1(i);

(j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Moody’s and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $150,000,000 at any time;

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(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity;

(l) other Investments not to exceed $75,000,000 at any time; and

(m) other Investments not to exceed, as of any date of determination, an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered.

Section 7.5 Restricted Payments. The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness subordinated to the Obligations of the Borrower or any options, warrants, or other rights to purchase such Capital Stock or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (a) dividends payable by the Borrower solely in shares of any class of its common stock, (b) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary Loan Party, (c) repayment in full by the Borrower or the Dent-A-Med Entities of any existing subordinated Indebtedness of the Dent-A-Med Entities on the Effective Date in connection with the Borrower’s acquisition of the Dent-A-Med Entities and (v) and (d) other Restricted Payments made by the Borrower in cash so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect to the payment thereof on a Pro Forma Basis, the Borrower and its Subsidiaries would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder.

Section 7.6 Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business, (b) the sale of inventory and Permitted Investments in the ordinary course of business, (c) sales and dispositions permitted under Section 7.3(a) and sale leaseback transactions permitted under Section 7.9, (d) sales of assets in connection with the sale of a store owned by Borrower to a franchisee of Borrower, (e) sales of receivables and other assets by the Dent-A-Med Entities to the extent permitted by the Dent-A-Med Credit Agreement and (f) other sales of assets made on or after the date hereof not to exceed, as of any date of determination, an amount equal to five percent (5.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered; provided that, in each case, any conveyance, sale, lease, assignment, transfer or other disposal of property (other than sales and dispositions of the type described in Sections 7.6(a) and (b) above) shall be subject to the provisions of Section 2.13.

Section 7.7 Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly-owned Subsidiaries not involving any other Affiliates, (c) any Restricted Payment permitted by Section 7.5 and (d) transactions permitted under Section 7.4(e).

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Section 7.8 Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, any other Transaction Document, the Loan Facility Agreement, the Note Agreements (or in any other note purchase agreement entered into in connection with any Private Placement Debt permitted to be incurred hereunder or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Loan Facility Agreement or the Note Agreements, so long as the restrictions and conditions in such other indenture, note purchase agreement or loan agreement are no more burdensome in any material respect than those imposed by the Loan Facility Agreement or the Note Agreements), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) Section 7.8(a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) Section 7.8(a) shall not apply to customary provisions in leases restricting the assignment thereof, and (v) Section 7.8(a) and Section 7.8(b) shall not apply to restrictions or conditions imposed by the Dent-A-Med Credit Agreement (in the case of Section 7.8(a), solely if such restrictions and conditions apply only to the property or assets securing such Indebtedness).

Section 7.9 Sale and Leaseback Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, that the Borrower may engage in such sale and leaseback transactions so long as the aggregate fair market value of all assets sold and leased back does not exceed $300,000,000 from and after the date hereof.

Section 7.10 Legal Name, State of Formation and Form of Entity. The Borrower will not, and will not permit any Subsidiary to, without providing ten (10) days prior written notice to the Administrative Agent (or such lesser period as the Administrative Agent may agree), change its name, state of formation or form of organization.

Section 7.11 Accounting Changes. The Borrower will not, and will not permit any Subsidiary to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Borrower or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower.

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Section 7.12 Hedging Transactions. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

Section 7.13 Activities of Inactive Subsidiaries. Unless any Inactive Subsidiary has become a Subsidiary Loan Party in accordance with the terms of Section 5.10 of this Agreement, the Borrower will not permit such Inactive Subsidiary to engage in any business activity other than (a) maintaining its existence and/or winding up its affairs and (b) activities related to the completion of any ongoing tax audits, and (x) no Loan Party shall make any additional Investment in any Inactive Subsidiary other than in connection with the business and activities set forth in Sections 7.13(a) and (b) above and (y) no Inactive Subsidiary shall incur Indebtedness of any type (including, without limitation, any guaranties).

Section 7.14 Government Regulation. The Borrower will not, and will not permit any of its Subsidiaries to, (a) be or become subject at any time to any law, regulation, or list of any Governmental Authority of the United States (including, without limitation, the OFAC list) that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Loan Parties, or (b) fail to provide documentary and other evidence of the identity of the Loan Parties as may be reasonably requested by the Lenders or the Administrative Agent at any time to enable the Lenders or the Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable law or regulation, including, without limitation, Section 326 of the Patriot Act at 31 U.S.C. Section 5318.

Section 7.15 Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, the Borrower will not, and will not permit any of the Subsidiaries to (a) permit any Person (other than the Borrower, any other Loan Party or any wholly owned Subsidiary thereof) to own any Capital Stock of any Subsidiary, except to qualify directors if required by applicable Law, and except for any dispositions of Subsidiaries otherwise permitted under this Agreement, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred Capital Stock.

Section 7.16 Use of Proceeds.

(a) Use any part of the proceeds of any Loan, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X.

(b) Request any Borrowing or Letter of Credit, or use or allow its respective directors, officers, employees and agents to use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party.

Section 7.17 Amendment of Organizational Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Loan Party under its charter, by-laws or other organizational document, except in any manner that would not have an adverse effect on the Lenders, the Administrative Agent, the Borrower or any of its Subsidiaries.

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ARTICLE VIII.

EVENTS OF DEFAULT

Section 8.1 Events of Default. If any of the following events (each an “Event of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under Section 8.1(a)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or

(d) the Borrower shall fail to observe or perform any covenant or agreement contained in Sections 5.1, 5.2, 5.3 (solely with respect to the Borrower’s existence) or 5.11 or Article VI or VII; or

(e) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 8.1(a), (b) and (d) above), and such failure shall remain unremedied for thirty (30) days after the earlier of (i) any officer of the Borrower becomes aware of such failure or (ii) notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(f) any event of default (after giving effect to any grace period) shall have occurred and be continuing under the Loan Facility Documents, or all or any part of the obligations due and owing under the Loan Facility Agreement are accelerated, declared to be due and payable, or required to be prepaid or redeemed, in each case prior to the stated maturity thereof;

(g) the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium or interest on any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable

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grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable; or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

(h) the Borrower, any Material Subsidiary, or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 8.1(i), (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any such Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or

(j) the Borrower, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or

(k) an ERISA Event shall have occurred that when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding, as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, or otherwise having a Material Adverse Effect; or

(l) judgments and orders for the payment of money in excess of in the aggregate, as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent not covered by insurance for which the insurance carrier has

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acknowledged coverage, shall be rendered against the Borrower, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, and to the extent such judgments or orders have not been discharged either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(m) any non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(n) a Change in Control shall occur or exist; or

(o) any provision of any Subsidiary Guarantee Agreement or the Borrower Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Guarantor, or any Guarantor shall so state in writing, or any Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement or the Borrower Guarantee Agreement, as applicable; or

(p) any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document, or an event of default occurs under any other Loan Document (after giving effect to any applicable grace period);

then, and in every such event (other than an event with respect to the Borrower described in Sections 8.1(h) or (i)) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately; (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) exercise all remedies contained in any other Loan Document; and (iv) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in either Section 8.1(h) or 8.1(i) shall occur, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 8.2 Application of Funds.

After the exercise of remedies provided for in Section 8.1 (or immediately after an Event of Default specified in either Section 8.1(h) or 8.1(i)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

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(a) first, if there is any collateral securing the Obligations hereunder at such time, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the collateral, until the same shall have been paid in full;

(b) second, to the fees and other reimbursable expenses of the Administrative Agent and the Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(d) fourth, to the fees due and payable under the Loan Documents and interest then due and payable under the terms of the Loan Documents, until the same shall have been paid in full;

(e) fifth, subject to the Intercreditor Agreement, to the aggregate outstanding principal amount of the Term Loans (allocated pro rata among the Lenders in respect of their Pro Rata Shares), to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure, the Hedging Obligations and the Treasury Management Obligations, until the same shall have been paid in full, allocated pro rata among any Lender and any Lender or Affiliate of a Lender holding Hedging Obligations or Treasury Management Obligations, based on their respective Pro Rata Shares of the aggregate amount of such Revolving Loans, LC Exposure, the Hedging Obligations and Treasury Management Obligations;

(f) sixth, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is equal to one hundred five percent (105%) of the LC Exposure after giving effect to the foregoing Section 8.2(e); and

(g) to the extent any proceeds remain, to the Borrower or other parties lawfully entitled thereto.

All amounts allocated pursuant to the foregoing Sections 8.2(c) through (f) to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to Sections 8.2(e) and (f) shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Issuing Bank and the Lenders as Cash Collateral for the LC Exposure, such account to be administered in accordance with Section 2.24(g).

Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 8.2.

Notwithstanding the foregoing, Hedging Obligations and Treasury Management Obligations may be excluded from the application described above without any liability to the Administrative Agent, if the Administrative Agent has not received written notice, together with such supporting documentation as the

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Administrative Agent may reasonably request, from the applicable Lender or Affiliate of a Lender. Each such Lender or Affiliate of a Lender not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX.

THE ADMINISTRATIVE AGENT

Section 9.1 Appointment of Administrative Agent.

(a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article IX shall apply to any such sub-agent and the Related Parties of the Administrative Agent and any such sub-agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

(b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as the term “Administrative Agent” as used in this Article IX included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Section 9.2 Nature of Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it or its sub-agents with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as

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shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.3 Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 9.4 Certain Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

Section 9.5 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts.

Section 9.6 The Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, “holders of Notes”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

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Section 9.7 Successor Administrative Agent.

(a) The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower if no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45^th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring or removed Administrative Agent’s resignation or removal hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

(d) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a)(ii), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

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Section 9.8 Authorization to Execute other Loan Documents. Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents other than this Agreement.

Section 9.9 Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

Section 9.10 Administrative Agent May File Proofs of Claim.

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any Revolving Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans or Revolving Credit Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, Issuing Bank and the Administrative Agent and its agents and counsel and all other amounts due the Lenders, Issuing Bank and the Administrative Agent under Section 10.3) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.

(b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 10.3.

(c) Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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ARTICLE X.

MISCELLANEOUS

Section 10.1 Notices.

(a) Written Notices.

(i) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

To the Borrower:	Aaron’s, Inc.
	400 Galleria Parkway SE, Suite 300
	Atlanta, GA 30339
	Attn: Chief Financial Officer
	Telecopy Number: (855) 778-8565
	with a copy to:
	Aaron’s, Inc.
	400 Galleria Parkway SE, Suite 300
	Atlanta, GA 30339
	Attn: General Counsel
	Telecopy Number: (855) 778-8565
To the Administrative Agent:	SunTrust Bank
	3333 Peachtree Road
	Atlanta, Georgia 30326
	Attention: Tesha Winslow
	Telecopy Number: (404) 439-7327
With a copy to:	SunTrust Bank
	Agency Services
	303 Peachtree Street, N.E. / 25th Floor
	Atlanta, Georgia 30308
	Attention: Doug Weltz
	Telecopy Number: (404) 495-2170
To the Issuing Bank:	SunTrust Bank
	25 Park Place, N.E. / Mail Code 3706 / 16th Floor
	Atlanta, Georgia 30303
	Attention: Standby Letter of Credit Dept.
	Telecopy Number: (404) 588-8129

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To the Swingline Lender:	SunTrust Bank
	Agency Services
	303 Peachtree Street, N.E. / 25th Floor
	Atlanta, Georgia 30308
	Attention: Doug Weltz
	Telecopy Number: (404) 495-2170
To any other Lender:	the address set forth on the Administrative
	Questionnaire or in the Assignment and
	Acceptance that such Lender executes

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mails or if delivered by hand, upon delivery; provided, that notices delivered to the Administrative Agent, the Issuing Bank or the Swingline Lender shall not be effective until actually received by such Person at its address specified in this Section 10.1.

(ii) Any agreement of the Administrative Agent, the Issuing Bank and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Administrative Agent, the Issuing Bank and Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative Agent, the Issuing Bank or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent, the Issuing Bank and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent, the Issuing Bank and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent, the Issuing Bank and the Lenders to be contained in any such telephonic or facsimile notice.

(b) Electronic Communications.

(i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II unless such Lender, the Issuing Bank, as applicable, and Administrative Agent have agreed to receive notices under such Article II by electronic

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communication and have agreed to the procedures governing such communications. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(ii) Unless Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing Section 10.1(b)(ii)(A) of notification that such notice or communication is available and identifying the website address therefor

(iii) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar electronic system (each, an “Electronic System”).

(iv) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section 10.1, including through an Electronic System.

Section 10.2 Waiver; Amendments.

(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between any Loan Party and the Administrative Agent, or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise

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thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 10.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.

(b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and the Administrative Agent with the consent of the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.22(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 10.2 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement, without the written consent of each Lender; or (vii) release all or substantially all collateral (if any) securing any of the Obligations or agree to subordinate any Lien in such collateral to any other creditor of the Borrower or any Subsidiary, without the written consent of each Lender; provided further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the Swingline Lender or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 2.19, 2.20, 2.21 and 10.3), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement; provided, further, that (w) a Refinancing Facility Amendment shall be effective if signed by the Loan Parties, the Administrative Agent, each Person that agrees to provide a portion of the applicable Refinancing Facility and, if such Refinancing Facility is a Refinancing Revolving Facility, each Issuing Bank and the Swingline Lender, (x) this Agreement may be amended (or amended and restated) to change, modify or alter Section 2.22 or Article VIII or any other

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provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to implement any Refinancing Facility in accordance with Section 2.27 with the written consent of the Administrative Agent, the Borrower, the other Loan Parties, the Lenders providing such Refinancing Facility and, if such Refinancing Facility is a Refinancing Revolving Facility, each Issuing Bank and the Swingline Lender thereunder, (y) any Permitted Amendments allowing for extensions of the maturity date(s) of any Loans and/or Commitment shall be effective if signed by the Administrative Agent, the Loan Parties and those Lenders willing to extend the maturity date(s) of such Loans and/or Commitments hereunder (it being understood that each Lender with a Loan or Commitment being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender with the same Type of Loan or Commitment and (z) this Agreement may be amended with the written consent of the Administrative Agent, the Additional Lenders, as applicable, and the Borrower (A) to add one or more Incremental Revolving Commitments or Incremental Term Loans to this Agreement, in each case subject to the limitations in Section 2.25, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder and (B) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to obtain comparable tranche voting rights with respect to each such Incremental Revolving Commitment or Incremental Term Loan and to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

(c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender).

Section 10.3 Expenses; Indemnification.

(a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained through Syndtrak or any other Internet Web Sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, in each case so long as the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) The Borrower shall pay, and hold the Administrative Agent, the Arrangers, the Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent, the Arrangers, the Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

(d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Arrangers, the Issuing Bank or the Swingline Lender under Sections 10.3(a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Arrangers, Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Arrangers, the Issuing Bank or the Swingline Lender in its capacity as such.

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(e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

(f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Section 10.4 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.4(b), (ii) by way of participation in accordance with the provisions of Section 10.4(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.4(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.4(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, Loans, and other Revolving Credit Exposure at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments, Loans and other Revolving Credit Exposure at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in Section 10.4(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans and Revolving Credit Exposure outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans and Revolving Credit Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with

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respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned.

(iii) Required Consents. The following consents (and no others) shall be required for any assignment:

(A) the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B) the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Lender with a Commitment, an Affiliate of a Lender or an Approved Fund;

(C) the prior written consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the prior written consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Commitments; and

(D) any consent required pursuant to Section 10.4(b)(i)(B).

(iv) Assignment and Acceptance. The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.21(e) if such assignee is a Foreign Lender.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this Section 10.4(b)(v)(B).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.4(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.19, 2.20, 2.21 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not fully comply with this Section 10.4(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.4(d). If the consent of the Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such tenth Business Day.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In establishing and maintaining the Register, Administrative Agent shall serve as Borrower’s agent solely for tax purposes and solely with respect to the actions described in this Section 10.4(c), and the Borrower hereby agrees that, to the extent SunTrust Bank serves in such capacity, SunTrust Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

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(e) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.22(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 10.4 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any Guarantor or limit the liability of any such Guarantor under the Subsidiary Guarantee Agreement or the Borrower Guarantee Agreement without the written consent of each Lender except to the extent such release is expressly provided under the terms of such agreement; or (vii) release all or substantially all collateral (if any) securing any of the Obligations. Subject to this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20, and 2.21 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.4(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided such Participant agrees to be subject to Section 2.22 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) A Participant shall not be entitled to receive any greater payment under Section 2.19 and Section 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.21 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.21(e) as though it were a Lender.

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(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement and the other Loan Documents shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Georgia.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court of the Northern District of Georgia and of any state court of the State of Georgia located in Fulton County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Georgia state court or , to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in Section 10.5(b) and brought in any court referred to in Section 10.5(b). Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 10.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.

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Section 10.7 Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Section 10.8 Counterparts; Integration. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.

Section 10.9 Survival. All covenants, agreements, representations and warranties made by any Loan Party herein, in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.19, 2.20, 2.21 and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the Loan Documents, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans and the issuance of the Letters of Credit.

Section 10.10 Severability. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 10.11 Confidentiality. Each of the Administrative Agent, the Issuing Bank and each Lender agrees to take normal and reasonable precautions to maintain the confidentiality of any information designated in writing as confidential and provided to it by the Borrower or any Subsidiary, except that such information may be disclosed (a) to any Related Party of the Administrative Agent, the Issuing Bank or any such Lender, including without limitation accountants, legal counsel and other advisors, (b) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (c) to the extent requested by any regulatory agency or authority, (d) to the extent that such information becomes publicly available other than as a result of a breach of this Section 10.11, or which becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Related Party of any of the foregoing on a nonconfidential basis from a source other than the Borrower, (e) in connection with the exercise of any remedy hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to provisions substantially similar to this Section 10.11, to any actual or prospective assignee or Participant and (g) with the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section 10.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information.

Section 10.12 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.12 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender.

Section 10.13 Patriot Act. The Administrative Agent and each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act.

Section 10.14 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees and acknowledges its Subsidiaries’ understanding that: (i) (A) the services regarding this Agreement provided by the Administrative Agent and/or the Lenders are arm’s-length commercial transactions between Borrower and each other Loan Party, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (B) each of Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) Borrower and each other Loan Party is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Lenders is and has been acting solely as a

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principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender has any obligation to Borrower, any other Loan Party or any of their Affiliates with respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and each of the Administrative Agent and Lenders has no obligation to disclose any of such interests to Borrower , any other Loan Party of any of their respective Affiliates. To the fullest extent permitted by Law, each of Borrower and the other Loan Parties hereby waive and release any claims that it may have against the Administrative Agent and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.15 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

Section 10.16 Amendment and Restatement.

(a) Effective upon satisfaction of the conditions set forth in Section 3.1, this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. All outstanding Loans and other Obligations (each such term as defined in the Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Borrower, and all Existing Letters of Credit shall be deemed to be Letters of Credit hereunder. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Effective Date shall be deemed waived or cured by this amendment and restatement thereof, except to the extent such Default or Event of Default would not otherwise be a Default or Event of Default hereunder after giving effect to the provisions hereof. All references in the other Loan Documents to the Credit Agreement shall be deemed to refer to and mean this Agreement, as the same may be further amended, supplemented, and restated from time to time

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(b) Inasmuch as revolving and term loans are outstanding under the Existing Credit Agreement immediately prior to the Effective Date, the Borrower must make prepayments and adjustments on such loans as are necessary to give effect to the Commitments of the Lenders hereunder. The Borrower, in consultation with the Administrative Agent, has endeavored to manage the allocation of Commitments and the selection of Interest Periods with respect to outstanding Eurodollar Loans in such a manner as to minimize break-funding costs. Nonetheless, such prepayments of such loans under the Existing Credit Agreement likely will cause breakage costs. Notwithstanding the provisions of Section 2.20, each of the Lenders party hereto hereby waives its right to receive compensation or reimbursement for such breakage costs (i) in connection with the reallocation of commitment percentages on the Effective Date and (ii) in connection with any resetting of the Interest Period for Loans outstanding as of the Effective Date.

(c) The Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Commitment amount(s) of each Lender as set forth on Schedule 1.1(b) is/are the Commitment amounts of such Lender as of the Effective Date, with the reallocation of Loans outstanding under the Commitments of the Lenders as they existed immediately prior to the Effective Date having been made per instructions from the Administrative Agent, and neither any Assignment and Acceptance nor any other action of any Person is required to give effect to such Commitments as set forth on Schedule 1.1(b).

(remainder of page left intentionally blank)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal in the case of the Borrower by their respective authorized officers as of the day and year first above written.

AARON’S, INC.
By	/s/ Steven A. Michaels
	Steven A. Michaels
	Chief Financial Officer and
	President of Strategic Operations
[SEAL]

SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as
Swingline Lender and as a Lender
By:	/s/ Tesha Winslow
Name:	Tesha Winslow
Title:	Director

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Ryan Maples
Name:	Ryan Maples
Title:	Senior Vice President

FIFTH THIRD BANK, as a Lender
By:	/s/ Mary Ramsey
Name:	Mary Ramsey
Title:	Vice President

REGIONS BANK, as a Lender
By:	/s/ Sankar R. Nair
Name:	Sankar R. Nair
Title:	Assistant Vice President

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ Bradley Sands
Name:	Bradley Sands
Title:	Vice President

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Maria Riaz
Name:	MARIA RIAZ
Title:	VICE PRESIDENT

CITIZENS BANK, N.A., as a Lender
By:	/s/ Elizabeth Aigler
Name:	Elizabeth Aigler
Title:	Assistant Vice President

HSBC BANK USA, N.A., as a Lender
By:	/s/ Michael A. Liss
Name:	Michael A. Liss
Title:	Vice President

Synovus Bank, as a Lender
By:	/s/ Bradley C. Beard
Name:	Bradley C. Beard
Title:	SVP, Corporate Banking

SCHEDULE 1.1(a)

APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

Pricing Level	Total Net Debt to EBITDA Ratio	Applicable Margin for Eurodollar Loans	Applicable Margin for Base Rate Loans	Applicable Percentage for Commitment Fee
I	Less than 1.00:1.00	1.25% per annum	0.25% per annum	0.15% per annum
II	Less than 1.50:1.00 but greater than or equal to 1.00:1.00	1.50% per annum	0.50% per annum	0.15% per annum
III	Less than 2.00:1.00 but greater than or equal to 1.50:1.00	1.75% per annum	0.75% per annum	0.20% per annum
IV	Less than 2.50:1.00 but greater than or equal to 2.00:1.00	2.00% per annum	1.00% per annum	0.25% per annum
V	Greater than or equal to 2.50:1.00	2.25% per annum	1.25% per annum	0.30% per annum

EX-10.2

Exhibit 10.2

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

THIS SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT dated September 18, 2017 (this “Amendment”) is entered into among Aaron’s, Inc., a Georgia corporation (the “Sponsor”), the Guarantors, the Participants party hereto and SunTrust Bank, as Servicer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Facility Agreement (as defined below).

RECITALS

WHEREAS, the Sponsor, the Participants and SunTrust Bank, as Servicer, entered into that certain Third Amended and Restated Loan Facility Agreement dated as of April 14, 2014 (as amended by that certain First Amendment to Loan Facility Agreement dated as of December 9, 2014, that certain Second Amendment to Loan Facility Agreement dated as of September 11, 2015, that certain Third Amendment to Loan Facility Agreement dated as of December 4, 2015, that certain Fourth Amendment to Loan Facility Agreement dated as of June 30, 2016, that certain Fifth Amendment to Loan Facility Agreement dated as of December 6, 2016 and as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Facility Agreement”);

WHEREAS, as of the date hereof, the Guarantors listed on Annex A attached hereto (the “Inactive Subsidiaries”) are being released from their guarantee obligations under the Credit Agreement;

WHEREAS, the Sponsor has requested that (i) the Inactive Subsidiaries also be released from their guarantee obligations under the Operative Documents and (ii) certain amendments be made to the Loan Facility Agreement;

WHEREAS, in reliance on the representations and warranties made herein by the Credit Parties party hereto, and in accordance with the terms of Section 15.2 of the Loan Facility Agreement, each Participant agrees to release the Inactive Subsidiaries as Guarantors under the Guaranty Agreement, in each case, upon the satisfaction of the conditions precedent in Section 2 hereof;

WHEREAS, the Participants also agree to such amendments subject to the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Loan Facility Agreement. The Loan Facility Agreement is hereby amended as follows:

(a) The definition of “Credit Agreement” in Section 1.1 of the Loan Facility Agreement is amended in its entirety to read as follows:

“Credit Agreement” shall mean that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 18, 2017, by and among Sponsor, the guarantors from time to time parties thereto, the lenders from time to time parties thereto and SunTrust Bank as Administrative Agent, as amended, restated, replaced, refinanced, supplemented or otherwise modified from time to time.

(b) The definition of “Maximum Commitment Amount” in Section 1.1 of the Loan Facility Agreement is amended in its entirety to read as follows:

“Maximum Commitment Amount” shall mean Eighty-Five Million and No/100 Dollars ($85,000,000), as such amount may be reduced pursuant to Section 2.7, Section 2.9 or Article IX.

(c) Schedule 1.1(b) of the Loan Facility Agreement is amended to read as Schedule 1.1(b) attached hereto.

2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent in each case in a manner reasonably satisfactory to the Servicer and each Participant:

(a) Amendment. Receipt of a counterpart of this Amendment signed by each of the Credit Parties, the Participants and the Servicer.

(b) Guaranty Agreement. Receipt of the Fourth Amended and Restated Guaranty Agreement, duly executed by each of the Guarantors.

(c) Good Standing Certificate. The Servicer shall have received a certificate of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or formation of the Sponsor.

(d) Fees and Attorney Costs. The Sponsor shall have paid all fees and other amounts due and payable on or prior to the date hereof, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Servicer) required to be reimbursed or paid by the Sponsor hereunder, under any other Operative Document or under any agreement with the Servicer.

3. Release of Inactive Subsidiaries. Concurrently with the satisfaction of the conditions precedent in Section 2 hereof, automatically, without any further action by the Sponsor, the Inactive Subsidiaries, the Servicer, the Participants or any other Person, each Inactive Subsidiary shall be fully released and discharged from all of its obligations, liabilities, covenants, requirements or other agreements with and/or to the Servicer and the Participants arising under the Operative Documents (including, without limitation, the Guaranty Agreement) and shall no longer be a Guarantor and/or Credit Party, as applicable, thereunder.

4. Miscellaneous.

(a) This Amendment shall be deemed to be, and is, an Operative Document.

(b) Each Credit Party (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Facility Agreement or the other Operative Documents or any certificates, documents, agreements and instruments executed in connection therewith, (iii) affirms all of its obligations under the Operative Documents, (iv) affirms that each of the Liens granted in or pursuant to the Operative Documents are valid and subsisting and (v) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Operative Documents.

(c) Effective as of the date hereof, all references to the Loan Facility Agreement in each of the Operative Documents shall hereafter mean the Loan Facility Agreement as amended by this Amendment.

(d) Each of the Credit Parties hereby represents and warrants to the Servicer and the Credit Parties as follows:

(i) such Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment;

(ii) this Amendment has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);

(iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Credit Party of this Amendment; and

(iv) such Credit Party is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization.

(e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopy, pdf or other similar electronic transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f) This Amendment shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Georgia.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to Loan Facility Agreement to be duly executed as of the date first above written.

SPONSOR:	AARON’S, INC.
	By:	/s/ Steven A. Michaels
	Name: Steven A. Michaels
	Title:	Chief Financial Officer and
		President of Strategic Operations
GUARANTORS:	AARON INVESTMENT COMPANY,
	as a Guarantor
	By:	/s/ Steven A. Michaels
	Name: Steven A. Michaels
	Title:	Vice President and Treasurer
	99LTO, LLC,
	AARON’S LOGISTICS, LLC,
	AARON’S PROCUREMENT COMPANY, LLC,
	AARON’S STRATEGIC SERVICES, LLC,
	each as a Guarantor
	By:	AARON’S, INC., as sole Manager
	By:	/s/ Steven A. Michaels
	Name: Steven A. Michaels
	Title:	Chief Financial Officer and
		President of Strategic Operations
	PROGRESSIVE FINANCE HOLDINGS, LLC,
	as a Guarantor
	By:	/s/ Steven A. Michaels
	Name: Steven A. Michaels
	Title:   Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

Prog Finance Arizona, LLC
Prog Finance California, LLC
Prog Finance Florida, LLC
Prog Finance Georgia, LLC
Prog Finance Illinois, LLC
Prog Finance Michigan, LLC
Prog Finance New York, LLC
Prog Finance Ohio, LLC
Prog Finance Texas, LLC
Prog Finance Mid-West, LLC
Prog Finance North-East, LLC
Prog Finance South-East, LLC
Prog Finance West, LLC
NPRTO Arizona, LLC
NPRTO California, LLC
NPRTO Florida, LLC
NPRTO Georgia, LLC
NPRTO Illinois, LLC
NPRTO Michigan, LLC
NPRTO New York, LLC
NPRTO Ohio, LLC
NPRTO Texas, LLC
NPRTO Mid-West, LLC
NPRTO North-East, LLC
NPRTO South-East, LLC
NPRTO West, LLC, each as a Guarantor
By: PROG LEASING, LLC, Sole Manager
By:	/s/ Steven A. Michaels
Name: Steven A. Michaels
Title:	Vice President
PANGO LLC
PROG LEASING, LLC, each as a Guarantor
By:	PROGRESSIVE FINANCE HOLDINGS, LLC,
	Sole Manager
By:	/s/ Steven A. Michaels
Name: Steven A. Michaels
Title:	Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

SERVICER:	SUNTRUST BANK,
	as Servicer and as a Participant
	By:	/s/ Tesha Winslow
	Name: Tesha Winslow
	Title:   Director

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

PARTICIPANTS:	BANK OF AMERICA, N.A.,
	as a Participant
	By:	/s/ Ryan Maples
	Name: Ryan Maples
	Title:   Sr. Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

PARTICIPANTS:	FIFTH THIRD BANK,
	as a Participant
	By:	/s/ Mary Ramsey
	Name: Mary Ramsey
	Title:   Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

PARTICIPANTS:	REGIONS BANK,
	as a Participant
	By:	/s/ Sankar R. Nair
	Name: Sankar R. Nair
	Title:   Assistant Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

PARTICIPANTS:	BRANCH BANKING AND TRUST COMPANY,
	as a Participant
	By:	/s/ Bradley Sands
	Name: Bradley Sands
	Title:   Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

PARTICIPANTS:	CITIZENS BANK, N.A.,
	as a Participant
	By:	/s/ Elizabeth Aigler
	Name: Elizabeth Aigler
	Title:   Assistant Vice President

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

PARTICIPANTS:	SYNOVUS BANK,
	as a Participant
	By:	/s/ Bradley C. Beard
	Name: Bradley C. Beard
	Title:   SVP, Corporate Banking

SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT

AARON’S, INC.

SCHEDULE 1.1(b)

PARTICIPANT COMMITMENTS

Participant	Participating Commitment
SunTrust Bank	$	17,809,523.98
Bank of America, N.A.	$	14,571,428.57
Fifth Third Bank, an Ohio banking corporation	$	14,571,428.57
Regions Bank	$	14,571,428.57
Branch Banking & Trust Company	$	12,952,381.11
Citizens Bank	$	6,476,190.32
Synovus Bank	$	4,047,618.88
Total:	$	85,000,000.00

ANNEX A

INACTIVE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
99LTO, LLC	Georgia
Aaron’s Procurement Company, LLC	Georgia
Aaron’s Strategic Services, LLC	Georgia
Aaron’s Canada, ULC	Canada
Pango LLC	Utah
Prog Finance Arizona, LLC	Utah
Prog Finance California, LLC	Utah
Prog Finance Florida, LLC	Utah
Prog Finance Georgia, LLC	Utah
Prog Finance Illinois, LLC	Utah
Prog Finance Michigan, LLC	Utah
Prog Finance New York, LLC	Utah
Prog Finance Ohio, LLC	Utah
Prog Finance Texas, LLC	Utah
Prog Finance Mid-West, LLC	Utah
Prog Finance North-East, LLC	Utah
Prog Finance South-East, LLC	Utah
Prog Finance West, LLC	Utah

EX-10.3

Exhibit 10.3

Execution Version

AMENDMENT NO. 7 TO NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 7 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of September 18, 2017, by and among (a) AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”), and certain of the Subsidiaries of the Company signatory hereto (together with the Company and AIC, collectively, the “Obligors”), and (b) each of the Persons holding one or more Notes (as defined below) on the Seventh Amendment Effective Date (as defined below) (collectively, the “Noteholders”), with respect to that certain Note Purchase Agreement, dated as of July 5, 2011, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 19, 2012, that certain Amendment No. 2 to Note Purchase Agreement, dated as of October 8, 2013, that certain Amendment No. 3 to Note Purchase Agreement, dated as of April 14, 2014, that certain Amendment No. 4 to Note Purchase Agreement, dated as of December 9, 2014, that certain Amendment No. 5 to Note Purchase Agreement, dated as of September 21, 2015, and that certain Amendment No. 6 to Note Purchase Agreement, dated as of June 30, 2016 (as so amended and in effect immediately prior to giving effect to this Agreement, the “Current Note Purchase Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Obligors and each of the Noteholders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Current Note Purchase Agreement.

RECITALS:

A. The Obligors and Noteholders are parties to the Current Note Purchase Agreement, pursuant to which the Obligors issued and sold an aggregate principal amount of $125,000,000 of their Amended and Restated Senior Notes due April 27, 2018 (the “Existing Notes”) to the Noteholders;

B. The Noteholders are the holders of all outstanding Existing Notes; and

C. The Obligors have requested, and the Noteholders have agreed to (i) certain amendments and modifications to the provisions of the Current Note Purchase Agreement, (ii) the amendment and restatement of the Existing Notes and (iii) the release of certain Obligors, in each case subject to the terms and conditions set forth herein.

AGREEMENT:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligors and the Noteholders agree as follows:

1. AMENDMENTS TO CURRENT NOTE PURCHASE AGREEMENT.

Effective as of the Seventh Amendment Effective Date, the Current Note Purchase Agreement (including all Schedules and Exhibits thereto) is hereby amended by deleting the struck through text, and by inserting the underlined and bolded text, in each case, as set forth in Exhibit A attached hereto.

2. AMENDMENT AND RESTATEMENT OF EXISTING NOTES.

Subject to the satisfaction of the conditions set forth in Section 5 hereof, the Existing Notes are hereby automatically, and without any further action, deemed amended and restated in their entirety to conform to and have the terms provided in the form of Note attached as Exhibit A to the Note Purchase Agreement attached to this Agreement as Exhibit A; except that the principal amount, registration number and payee set forth in each of the Existing Notes shall remain the same (the Existing Notes as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified from time to time, including any such notes issued in substitution therefor pursuant to paragraph 11D of the Note Purchase Agreement, are collectively referred to herein as the “Notes”). Each Note issued on or after the Seventh Amendment Effective Date shall be in substantially the form of Exhibit A to the Note Purchase Agreement attached to this Agreement as Exhibit A. On the Seventh Amendment Effective Date, the Obligors shall execute and deliver a new Note or Notes in the form of Exhibit A to the Note Purchase Agreement attached to this Agreement as Exhibit A in exchange for, and replacement of, the Existing Notes held by each Noteholder, registered in the name of such Noteholder, in the aggregate original principal amount of the Existing Notes owing to such Noteholder and dated as of the date of the most recent payment of interest thereunder. For the avoidance of doubt, the current outstanding principal amount of each of the Existing Notes as of the Seventh Amendment Effective Date is set forth on Annex 1 attached hereto.

3. RELEASE OF CERTAIN OBLIGORS.

Each of the undersigned Noteholders hereby agrees that effective immediately prior to the Seventh Amendment Effective Date, the Inactive Subsidiaries are hereby released as Obligors under the Financing Documents.

4. WARRANTIES AND REPRESENTATIONS.

To induce the Noteholders to enter into this Agreement, each of the Obligors represents and warrants to each of the Noteholders that as of the Seventh Amendment Effective Date:

4.1. Corporate and Other Organization and Authority.

(a) Each Obligor is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

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(b) Each of the Obligors has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Note Purchase Agreement.

4.2. Authorization, etc.

This Agreement has been duly authorized by all necessary corporate or limited liability company action on the part of the Obligors, as applicable. Each of this Agreement and the Note Purchase Agreement constitutes a legal, valid and binding obligation of each Obligor, enforceable, in each case, against such Obligor in accordance with its terms, except as such enforceability may be limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and

(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3. No Conflicts, etc.

The execution and delivery by each Obligor of this Agreement and the Notes and the performance by such Obligor of its obligations under each of this Agreement, the Note Purchase Agreement and the Notes do not conflict with, result in any breach in any of the provisions of, constitute a default under, violate or result in the creation of any Lien upon any property of such Obligor under the provisions of:

(a) any charter document, constitutive document, agreement with shareholders or members, bylaws or any other organizational or governing agreement of such Obligor;

(b) any agreement, instrument or conveyance by which such Obligor or any of its Subsidiaries or any of their respective properties may be bound or affected; or

(c) any statute, rule or regulation or any order, judgment or award of any court, tribunal or arbitrator by which such Obligor or any of its Subsidiaries or any of their respective properties may be bound or affected.

4.4. Governmental Consent.

The execution and delivery by the Obligors of this Agreement and the Notes and the performance by the Obligors of their respective obligations hereunder, under the Notes and under the Note Purchase Agreement do not require any consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority on the part of any Obligor.

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4.5. No Defaults.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the amendments provided for in this Agreement, constitutes or would constitute a Default or an Event of Default.

4.6. Representations in Note Purchase Agreement.

After giving effect to this Agreement, the representations and warranties contained in the Note Purchase Agreement and the Joinder Agreements executed by those Obligors not signatory to the Original Note Purchase Agreement are true and correct in all material respects as of the Seventh Amendment Effective Date.

5. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The amendment of the Current Note Purchase Agreement, the amendment and restatement of the Existing Notes and the release of certain Obligors as set forth above in this Agreement shall become effective as of the date first written above (the “Seventh Amendment Effective Date”), provided that each of the following conditions shall have been satisfied:

(a) the Noteholders shall have received a fully executed copy of this Agreement executed by the Obligors and the Noteholders;

(b) the Obligors shall have issued to each Noteholder a new Note in substantially the form of Exhibit A to the Note Purchase Agreement attached to this Agreement as Exhibit A in exchange for such Noteholder’s Existing Notes;

(c) the Noteholders shall have received a fully executed copy of the Amended and Restated Intercreditor Agreement, duly executed by all relevant parties thereto, in form and substance satisfactory to the Required Holders;

(d) each of Aaron’s Progressive Holding Company, AM2 Enterprises, LLC, Approve.Me LLC and Woodhaven Furniture Industries, LLC shall have executed a joinder to the Note Purchase Agreement and a joinder to the Intercreditor Agreement, each in form and substance satisfactory to the Required Holders;

(e) the representations and warranties set forth in Section 4 of this Agreement shall be true and correct on such date;

(f) the Noteholders shall have received fully executed copies of the following:

(i) that certain Amendment No. 4 to Note Purchase Agreement, dated as of the Seventh Amendment Effective Date, by and among, inter alios, the Company, AIC, and the Prudential Parties,

(ii) that certain Amendment No. 4 to Note Purchase Agreement, dated as of the Seventh Amendment Effective Date, by and among, inter alios, the Company, AIC, and the MetLife Parties,

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(iii) that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Seventh Amendment Effective Date, by and among, inter alios, the Company, SunTrust Bank, acting as Administrative Agent and in certain other capacities, and each of the lenders party thereto, and

(iv) that certain Sixth Amendment to Loan Facility Agreement, dated as of the Seventh Amendment Effective Date, by and among, inter alios, the Company, SunTrust and the other financial institutions party thereto,

and each of the amendments and amendments and restatements referred to in the foregoing clauses (i) to (iv), inclusive, shall be in form and substance reasonably satisfactory to the Noteholders and shall have become effective prior to or concurrent with the effectiveness of this Agreement;

(g) the Noteholders shall have received a favorable legal opinion from each of (i) Kilpatrick Townsend & Stockton LLP, as special counsel to the Obligors, and (ii) Ballard Spahr LLP, as special local Utah counsel to the Obligors, in each case dated as of the Seventh Amendment Effective Date and in form and substance satisfactory to the Noteholders;

(h) the Noteholders shall have received a certificate from each Obligor executed by the Secretary and one other officer of such Obligor (i) certifying as to the certificate of formation, articles of incorporation, operating agreement, by-laws or other similar organizational documents of such Obligor; (ii) attaching authorizing resolutions on behalf of such Obligor (A) evidencing approval of the transactions contemplated by this Agreement, the Notes and the other Financing Documents and the execution, delivery and performance hereof and thereof on behalf of such Obligor, (B) authorizing certain officers to execute and deliver the same on behalf of such Obligor, (C) certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded,; (iii) attaching a certificate of good standing for such Obligor issued by the Secretary of State of the state of formation of such Obligor, dated as of a recent date; and (iv) certifying as to the names, titles and true signatures of the officers authorized to sign this Agreement and the Notes on behalf of such Obligor;

(i) a private placement number issued by Standard & Poor’s CUSIP Global Services (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes;

(j) the Noteholders shall have received a fully executed copy of a side letter, dated the date hereof and executed by the Obligors and the Noteholders, in form and substance satisfactory to the Required Holders; and

(k) the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Noteholders incurred in connection with this Agreement and the transactions contemplated hereby.

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6. MISCELLANEOUS.

6.1. Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

6.2. Duplicate Originals; Electronic Signature.

Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

6.3. Waiver and Amendments.

Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto.

6.4. Costs and Expenses.

Whether or not the amendments contemplated by this Agreement become effective, each of the Obligors confirms its obligation under paragraph 11B of the Note Purchase Agreement and agrees that, on the Seventh Amendment Effective Date (or if an invoice is delivered subsequent to the Seventh Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders’ special counsel presented to the Company on the Seventh Amendment Effective Date. The Obligors will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders’ special counsel rendered after the Seventh Amendment Effective Date in connection with this Agreement.

6.5. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. The provisions hereof are intended to be for the benefit of the Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns.

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6.6. Survival.

All warranties, representations, certifications and covenants made by the Obligors in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders.

6.7. Part of Current Note Purchase Agreement; Future References, etc.

This Agreement shall be deemed to be, and is, a Financing Document. This Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and the Notes and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Current Note Purchase Agreement and the Existing Notes are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the Current Note Purchase Agreement and the Existing Notes without making specific reference to this Agreement and the Notes, but nevertheless all such references shall include this Agreement and the Notes, unless the context otherwise requires.

6.8. Affirmation of Obligations under Current Note Purchase Agreement and Notes; No Novation.

Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Current Note Purchase Agreement or the Existing Notes. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Current Note Purchase Agreement and the Existing Notes, as amended by this Agreement. The Obligors hereby acknowledge and affirm all of their respective obligations under the terms of the Current Note Purchase Agreement and the Existing Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Current Note Purchase Agreement or the Existing Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the future under or in connection with the Note Purchase Agreement or the Notes or under applicable law.

[Remainder of page intentionally left blank. Next page is signature page.]

7

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 7 to Note Purchase Agreement to be executed on its behalf by a duly authorized officer or agent thereof.

Very truly yours,
OBLIGORS:
AARON’S, INC.
By:	/s/ Steven A. Michaels
Name:	Steven A. Michaels
Title:	Chief Financial Officer and
	President of Strategic Operations
AARON INVESTMENT COMPANY
By:	/s/ Steven A. Michaels
Name:	Steven A. Michaels
Title:	Vice President and Treasurer
AARON’S LOGISTICS, LLC
By Aaron’s, Inc., as sole Manager
By:	/s/ Steven A. Michaels
Name:	Steven A. Michaels
Title:	Chief Financial Officer and
	President of Strategic Operations
PROGRESSIVE FINANCE HOLDINGS, LLC
By:	/s/ Steven A. Michaels
Name:	Steven A. Michaels
Title:	Vice President

[Signature page to Amendment No. 7 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2011)]

NPRTO Arizona, LLC
NPRTO California, LLC
NPRTO Florida, LLC
NPRTO Georgia, LLC
NPRTO Illinois, LLC
NPRTO Michigan, LLC
NPRTO New York, LLC
NPRTO Ohio, LLC
NPRTO Texas, LLC
NPRTO Mid-West, LLC
NPRTO North-East, LLC
NPRTO South-East, LLC
NPRTO West, LLC,
By:	PROG LEASING, LLC, Sole Manager
	By:	/s/ Steven A. Michaels
	Name:	Steven A. Michaels
	Title:	Vice President
PROG LEASING, LLC
By:	PROGRESSIVE FINANCE HOLDINGS, LLC, Sole Manager
	By:	/s/ Steven A. Michaels
	Name:	Steven A. Michaels
	Title:	Vice President

[Signature page to Amendment No. 7 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2011)]

Accepted and Agreed:

The foregoing Agreement is hereby accepted as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:		/s/ Ashley Dexter
		Vice President
THE GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management Japan Co., Ltd., as Investment Manager
By:	PGIM, Inc., as Sub-Adviser
	By:	/s/ Ashley Dexter
		Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	PGIM, Inc., as Investment Manager
	By:	/s/ Ashley Dexter
		Vice President
THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By:	Prudential Investment Management Japan Co., Ltd., as Investment Manager
By:	PGIM, Inc., as Sub-Adviser
	By:	/s/ Ashley Dexter
		Vice President

[Signature page to Amendment No. 7 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2011)]

ZURICH AMERICAN INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By:	/s/ Ashley Dexter
		Vice President

EXHIBIT A

Note Purchase Agreement

[Conformed Copy Incorporating All Amendments Through Amendment No. 6]EXHIBIT A

AARON’S, INC.

and certain other Obligors

NOTE PURCHASE AGREEMENT

DATED AS OF JULY 5, 2011

$125,000,000 AMENDED AND RESTATED SENIOR NOTES DUE APRIL 27, 2018

TABLE OF CONTENTS

	Page
1. AUTHORIZATION OF ISSUE OF NOTES		1
2. PURCHASE AND SALE OF NOTES		1
3. CONDITIONS OF CLOSING		2
3A. Execution and Delivery of Documents		2
3B. Opinion of Purchaser’s Special Counsel		3
3C. Purchase Permitted By Applicable Laws		3
3D. Payment of Fees		3
3E. Sale to Other Purchasers		3
3F. Changes in Corporate Structure		3
3G. Private Placement Number		3
3H. Performance; No Default		3
3I. Representations and Warranties		3
3J. SunTrust Amendments		3
3K. Amendment to Existing Note Purchase Agreement		4
4. PREPAYMENTS		4
4A. Required Prepayments		4
4B. Optional Prepayment With Yield-Maintenance Amount		4
4C. Notice of Optional Prepayment		4
4D. Offer to Prepay upon Sale of Assets		4
4E. Offer to Prepay upon Incurrence of Indebtedness		6
4F. Partial Payments Pro Rata		7
4G. Retirement of Notes		8
5. AFFIRMATIVE COVENANTS		8
5A. Financial Statements		8
5B. Information Required by Rule 144A		9
5C. Inspection of Property		10
5D. Corporate Existence, Etc.		10
5E. Payment of Taxes and Claims		10
5F. Line of Business		11
5G. Maintenance of Most Favored Lender Status		11
5H. Covenant Relating to Domestic Subsidiaries		11
5I. Compliance with Laws		12
5J. Notices of Material Events		12
5K. Payment of Obligations		12
5L. Books and Records		13
5M. Maintenance of Properties; Insurance		13
5N. Covenant Relating to Foreign Subsidiaries		14
5O. Progressive Finance Subsidiaries		15
5P. Tax Good Standing Certificates		15

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TABLE OF CONTENTS

(continued)

	Page
6. NEGATIVE COVENANTS		15
6A. Fixed Charges Coverage Ratio		15
6B. Total Debt to EBITDA Ratio		16
6C. Indebtedness		16
6D. Liens		18
6E. Sale of Assets		20
6F. Restricted Payments		20
6G. Restricted Investments		21
6H. Restrictive Agreements		22
6I. Amendments to Material Documents		23
6J. Accounting Changes		23
6K. Fundamental Changes		23
6L. Transactions with Affiliates		24
6M. Sale and Leaseback Transactions		24
6N. Terrorism Sanctions Regulations		24
6O. Activities of Aaron Rents and Blocker Corporations		24
7. EVENTS OF DEFAULT		25
7A. Acceleration		25
7B. Rescission of Acceleration		29
7C. Notice of Acceleration or Rescission		29
7D. Other Remedies		30
8. REPRESENTATIONS, COVENANTS AND WARRANTIES		30
8A. Organization		30
8B. Financial Statements		30
8C. Actions Pending		30
8D. Outstanding Indebtedness		31
8E. Title to Properties		31
8F. Taxes		31
8G. Conflicting Agreements and Other Matters		31
8H. Offering of Notes		31
8I. Use of Proceeds		32
8J. ERISA		32
8K. Governmental Consent		32
8L. Compliance with Laws		32
8M. Environmental Compliance		33
8N. Utility Company Status		33
8O. Investment Company Status		33
8P. Rule 144A		33
8Q. Disclosure		33
8R. Foreign Assets Control Regulations, etc.		33

ii

TABLE OF CONTENTS

(continued)

	Page
9. REPRESENTATIONS OF THE PURCHASER		34
9A. Nature of Purchase		34
9B. Source of Funds		34
10. DEFINITIONS; ACCOUNTING MATTERS		36
10A. Yield-Maintenance Terms		36
10B. Other Terms		37
10C. Accounting and Legal Principles, Terms and Determinations		54
11. MISCELLANEOUS		55
11A. Note Payments		55
11B. Expenses		55
11C. Consent to Amendments		56
11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes		56
11E. Persons Deemed Owners; Participations		57
11F. Survival of Representations and Warranties; Entire Agreement		57
11G. Successors and Assigns		57
11H. Confidential Information		57
11I. Notices		58
11J. Payments due on Non-Business Days		59
11K. Satisfaction Requirement		59
11L. Governing Law		59
11M. Consent to Jurisdiction; Waiver of Immunities		59
11N. Severability		60
11O. Descriptive Headings		60
11P. Counterparts		60
11Q. Independence of Covenants		60
11R. Waiver of Jury Trial		60
11S. Severalty of Obligations		61
11T. Independent Investigation		61
11U. Directly or Indirectly		61

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Schedules and Exhibits

Schedule A	—	Purchaser Schedule
Schedule 3F	—	Changes in Corporate Structure
Schedule 5O	—	Progressive Finance Subsidiaries
Schedule 6C	—	Existing Indebtedness
Schedule 6D	—	Existing Liens
Schedule 6G	—	Existing Investments
Schedule 8G	—	Restrictions on Indebtedness
Schedule 8I	—	Use of Proceeds
Schedule  10	—	Inactive Subsidiaries
Exhibit A	—	Form of Note
Exhibit B	—	Payment Instructions
Exhibit C	—	Form of Opinion of Counsel for the Obligors
Exhibit D	—	Form of Joinder Agreement
Exhibit E	—	SunTrust Amendments
Exhibit F	—	Amendment to Existing Note Purchase Agreement

AARON’S, INC.

and certain other Obligors

Aaron Building

East Paces Ferry Road, NE

Atlanta, GA 30305-2377

Dated as of July 5, 2011

To Each of the Purchasers named on

the attached Purchaser Schedule

Ladies and Gentlemen:

Each of AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”; and, together with the Company and each Additional Obligor made a party to this Agreement pursuant to the terms of paragraph 5H hereof, collectively, the “Obligors”), hereby agrees with each Purchaser as follows:

1. AUTHORIZATION OF ISSUE OF NOTES.

The Obligors will authorize the issue of their senior promissory notes in the aggregate principal amount of $125,000,000, to be dated the date of issue thereof, to mature April 27, 2018, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable, and on overdue payments, in each case at the rates specified therein, and to be substantially in the form of Exhibit A attached hereto. The term “Notes” as used herein shall include each such senior promissory note delivered pursuant to any provision of this Agreement and each such senior promissory note delivered in substitution or exchange for any other Note pursuant to any such provision.

2. PURCHASE AND SALE OF NOTES.

The Obligors hereby agree to sell to each Purchaser and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Obligors Notes in the aggregate principal amount set forth opposite such Purchaser’s name on the Purchaser Schedule hereto at 100% of such aggregate principal amount. The Obligors will deliver to each Purchaser, at the offices of Bingham McCutchen LLP at 399 Park Avenue, New York, NY 10022, one or more Notes registered in its name, evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds for credit to the Obligors’ accounts at such bank as shall be identified in a written instruction of the Obligors in the form of Exhibit B attached hereto, delivered to each Purchaser on or before the date of closing, which shall be July 5, 2011 or any other date upon which the parties hereto may mutually agree (herein called the “Closing” or the “Date of Closing”).

3. CONDITIONS OF CLOSING.

The obligation of each Purchaser to purchase and pay for the Notes to be purchased by it hereunder is subject to the satisfaction, on or before the Date of Closing, of the following conditions:

3A. Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:

(i) the Note(s) to be purchased by such Purchaser;

(ii) a favorable opinion of Kilpatrick Townsend & Stockton LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;

(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;

(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;

(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;

(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;

(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;

(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization; and

(ix) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

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3B. Opinion of Purchaser’s Special Counsel. Such Purchaser shall have received from Bingham McCutchen LLP a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3C. Purchase Permitted By Applicable Laws. The purchase of and payment for the Notes to be purchased by such Purchaser on the Date of Closing on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Obligors) shall not violate any applicable law or governmental regulation (including, without limitation, section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as such Purchaser may request to establish compliance with this condition.

3D. Payment of Fees. The Obligors shall have paid the reasonable fees and expenses of Bingham McCutchen LLP, as set forth in a statement to be delivered to the Company no later than two Business Days prior to the Date of Closing.

3E. Sale to Other Purchasers. The Obligors shall have sold to the other Purchasers the Notes to be purchased by them at the Closing and shall have received payment in full therefor.

3F. Changes in Corporate Structure. Except as set forth on Schedule 3F hereto, no Obligor shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation, nor shall any Obligor have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements. There shall have been no Material Adverse Effect since December 31, 2010.

3G. Private Placement Number. A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.

3H. Performance; No Default. The Obligors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by paragraph 8I) no Default or Event of Default shall have occurred and be continuing.

3I. Representations and Warranties. The representations and warranties of the Obligors in this Agreement shall be correct when made and at the time of Closing.

3J. SunTrust Amendments. The Company shall have delivered a true and correct copy, attached hereto as Exhibit E, of any amendments to permit the Company to enter into the transactions contemplated by this Agreement and the Notes that shall be necessary under (i) the SunTrust Agreement, including, without limitation, an amendment of Section 7.8 thereof, and (ii) the SunTrust Loan Facility Agreement, including, without limitation, an amendment of Section 8.8 thereof.

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3K. Amendment to Existing Note Purchase Agreement. The Obligors and the Existing Noteholders shall have entered into an amendment to the Existing Note Purchase Agreement and a true and correct copy, attached hereto as Exhibit F, shall have been delivered to each Purchaser.

4. PREPAYMENTS.

The Notes shall be subject to prepayment with respect to the required prepayments specified in paragraph 4A, the optional prepayments permitted by paragraph 4B and the offers to prepay required by paragraphs 4D and 4E.

4A. Required Prepayments. Until the Notes shall be paid in full, the Obligors shall apply to the prepayment of the Notes, without Yield-Maintenance Amount, the sum of $25,000,000 on April 27 in each of the years 2014 to 2018, inclusive, and such principal amounts of the Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates; provided that upon any partial prepayment of the Notes pursuant to paragraphs 4B, 4D or 4E or purchase of the Notes pursuant to paragraph 4G the principal amount of each required prepayment of the Notes becoming due under this paragraph 4A on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase. The remaining principal amount of the Notes, together with interest accrued thereon, shall become due on the maturity date of the Notes.

4B. Optional Prepayment With Yield-Maintenance Amount. The Notes shall be subject to prepayment, in whole at any time or from time to time in part (in a minimum amount of $5,000,000 and in integral multiples of $100,000) at the option of the Obligors, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each Note.

4C. Notice of Optional Prepayment. The Obligors shall give the holder of each Note irrevocable written notice of any prepayment pursuant to paragraph 4B not less than 10 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Notes, and of the Notes held by such holder, to be prepaid on such date and stating that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, with respect thereto, shall become due and payable on such prepayment date. The Obligors shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Obligors.

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4D. Offer to Prepay upon Sale of Assets.

(a)(a) Notice and Offer. In the event the Company or any of its Domestic Subsidiaries receives (x) Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6E) or (y) Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceeding (a “Casualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of [$5,000,000](A) $15,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or [$20,000,000](B) as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined as of such date on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Debt Prepayment Transfer”), the Company will, within ten (10) days of the occurrence thereof, give written notice of such Debt Prepayment Transfer to each holder of Notes. Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Obligors shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the [Fifth] Seventh Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Obligors and their Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.

(b) Acceptance and Rejection. To accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within fifteen (15) days after the date of such written notice shall be deemed to constitute a rejection of the Transfer Prepayment Offer. If a Transfer Prepayment Offer is rejected or deemed to have been rejected, the Company may apply the amount that was the subject of such Transfer Prepayment Offer to prepay other Senior Debt.

5

(c) Payment. If accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date, but, in any case, without any Yield-Maintenance Amount or any other premium.

(d) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4D shall be accompanied by an Officer’s Certificate, dated the date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the Net Cash Proceeds in respect of the applicable Debt Prepayment Transfer, (iii) that such offer is being made pursuant to this paragraph 4D, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to the Transfer Prepayment Date, and (vi) in reasonable detail, the nature of the Transfer giving rise to such Debt Prepayment Transfer and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

(e) Notice Concerning Status of Holders of Notes. Promptly after each Transfer Prepayment Date and the making of all prepayments contemplated on such Transfer Prepayment Date under this paragraph 4D (and, in any event, within 30 days thereafter), the Company shall deliver to each then current holder of Notes, if any, an Officer’s Certificate containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time, (in each case calculated after giving effect to the prepayments made on such Transfer Prepayment Date).

4E. Offer to Prepay upon Incurrence of Indebtedness.

(a) Notice and Offer. In the event that the Company or any Subsidiary (x) incurs Indebtedness not permitted pursuant to paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable), give written notice of such Unpermitted Debt Incurrence or Equity Issuance to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such

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Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice.

(b) Acceptance and Rejection. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within fifteen (15) days after the date of such written notice shall be deemed to constitute a rejection of the Prepayment Offer. If a Prepayment Offer is rejected or deemed to have been rejected, the Company may apply the amount that was the subject of such Prepayment Offer to prepay other Senior Debt.

(c) Payment. If accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or the Net Cash Proceeds of such Equity Issuance, as the case may be) shall be due and payable on the Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Prepayment Date, but, in any case, without any Yield-Maintenance Amount or any other premium.

(d) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4E shall be accompanied by an Officer’s Certificate, dated the date of such offer, specifying (i) the Prepayment Date, (ii) the Net Cash Proceeds of such Unpermitted Debt Incurrence or the Net Cash Proceeds of such Equity Issuance, as applicable, (iii) that such offer is being made pursuant to this paragraph 4E, (iv) the principal amount of each Note offered to be prepaid, and (v) the interest that would be due on each Note offered to be prepaid, accrued to the Prepayment Date and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer (other than, if applicable, the Event of Default arising under paragraph 7A(v) as a result of the breach by the Obligors of paragraph 6C in connection with the Unpermitted Debt Incurrence).

(e) Notice Concerning Status of Holders of Notes. Promptly after each Prepayment Date and the making of all prepayments contemplated on such Prepayment Date under this paragraph 4E (and, in any event, within 30 days thereafter), the Company shall deliver to each then current holder of Notes, if any, an Officer’s Certificate containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time, (in each case calculated after giving effect to the prepayments made on such Prepayment Date).

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(f) Continuing Default. Nothing contained in this paragraph 4E shall be deemed to constitute a consent to, or waiver of any Default or Event of Default arising under this Agreement as a result of, any Unpermitted Debt Incurrence. Any Default or Event of Default arising from such Unpermitted Debt Incurrence shall be deemed to be continuing following any Prepayment Offer (and any related prepayment of the Notes in connection therewith) made in connection with such Unpermitted Debt Incurrence, regardless of whether such Prepayment Offer is accepted or rejected by any holder of Notes.

4F. Partial Payments Pro Rata. Upon any partial prepayment of the Notes pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be allocated to all Notes at the time outstanding in proportion to the respective outstanding principal amounts thereof.

4G. Retirement of Notes. The Obligors shall not, and shall not permit any of their Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B, 4D or 4E or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder unless such Obligor or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Obligors or any of their Subsidiaries or Affiliates shall be promptly canceled and shall not be deemed to be outstanding for any purpose under this Agreement.

5. AFFIRMATIVE COVENANTS.

5A. Financial Statements. The Company covenants that it will deliver to each Significant Holder in duplicate:

(i) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of income, cash flows and changes in financial position of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in form to the Required Holder(s) and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i);

(ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated statements of income, cash flows and changes in financial position for the Company and its Subsidiaries for such year, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each

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case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail and satisfactory in form to the Required Holder(s) and, as to the consolidated statements, reported on by independent public accountants of recognized national standing selected by the Company whose report shall be without limitation as to the scope of the audit and satisfactory in substance to the Required Holder(s); provided, however, that delivery pursuant to clause (iii) below of copies of the Annual Report on Form 10-K of the Company for such fiscal year filed with the SEC shall be deemed to satisfy the requirements of this clause (ii);

(iii) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the SEC, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be, it being agreed that the requirements of this subsection may be satisfied by the delivery of the applicable reports, statements or other materials to the SEC to the extent that such reports, statements or other materials are available to each Significant Holder on EDGAR;

(iv) promptly upon receipt thereof, a copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary;

(v) as soon as available and in any event within 60 days after the end of each fiscal year of the Company, a forecasted income statement, balance sheet, and statement of cash flows for the following fiscal year, provided that, the Company shall not be required to deliver such financial statements so long as the Company is not required to provide such information to any other lender, whether pursuant to the SunTrust Agreement or otherwise;

(vi) promptly upon receipt thereof, a copy of any notice (including notices of default or acceleration) received from any lender, creditor, holder, administrative agent or trustee under or with respect to the SunTrust Agreement, the MetLife NPA, the 2014 Prudential NPA or the SunTrust Loan Facility Agreement (excluding notices sent to any such Person in the ordinary course of administration of a credit facility, such as information relating to pricing, fees and borrowing availability); and

(vii) with reasonable promptness, such other information and documents as such Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and (ii) above, the Company will deliver to each Significant Holder an Officer’s Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A and 6B and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto. Together with each delivery of financial statements required by clause (ii) above, the Company will deliver to each Significant Holder a certificate of such accountants stating that, in making the audit necessary for their report

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on such financial statements, they have obtained no knowledge of any Event of Default or Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards.

5B. Information Required by Rule 144A. The Obligors covenant that they will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Obligors are subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

5C. Inspection of Property. The Company shall permit the representatives of each Significant Holder that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such Significant Holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

5D. Corporate Existence, Etc. Subject to paragraph 6K, each Obligor will at all times preserve and keep in full force and effect its organizational existence. Subject to paragraphs 6E and 6K, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

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5E. Payment of Taxes and Claims. The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

5F. Line of Business. The Company will not, and will not permit any of its Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from (i) the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement, which business may include but is not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), and (ii) any other ancillary businesses which are complementary to the business of the Company and its Subsidiaries as conducted as of the Seventh Amendment Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Company and its Subsidiaries as of the Seventh Amendment Effective Date.

5G. Maintenance of Most Favored Lender Status. The Obligors hereby covenant that if the Obligors shall enter into any credit facility or loan agreement or any amendment thereof (including, without limitation, any amendment to the SunTrust Agreement, the MetLife NPA or the 2014 Prudential NPA) pursuant to which the credit commitments available to the Obligors, individually or in the aggregate to one or more of the Obligors under such credit facility or loan agreement, and/or outstanding principal indebtedness incurred thereunder or in respect thereof equals or exceeds $25,000,000 and which provides for the benefit of the lenders thereunder any covenants or events of default which are more favorable to such lenders than the covenants and events of default provided for in paragraphs [5 or]5, 6 and 7 hereof for the benefit of the holders of the Notes then, and in each and any such event, the covenants and events of default, as applicable, in this Agreement shall be and shall be deemed to be, notwithstanding paragraph 11C and without any further action on the part of the Obligors or any other Person being necessary or required, amended to afford the holders of the Notes the same benefits and rights as such amendments, or other agreements, provide the lenders thereof. The Obligors will promptly deliver to each holder of Notes a copy of each such agreement or amendment, or any waiver or modification thereof. Notwithstanding the foregoing, the Obligors agree to enter into such documentation as the Required Holders may reasonably request to evidence the amendments provided for in this paragraph 5G.

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5H. Covenant Relating to Domestic Subsidiaries. The Company [shall]will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement, in each case, for so long as the Dent-A-Med Credit Agreement has not been repaid in full and the commitments thereunder to extend credit terminated) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA, the 2014 Prudential NPA or any other agreement providing for the incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an “Additional Obligor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder Agreement substantially in the form of Exhibit D hereto pursuant to which such Additional Obligor shall jointly and severally assume all obligations under this Agreement and the Notes, (ii) a duly authorized joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto and (iii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of the joinder agreements in clauses (i) and (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders.[ Upon execution and delivery of a Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).]

5I. Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5J. Notices of Material Events. The Company will furnish to each Significant Holder prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

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(c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise;

(d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and

(e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5K. Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

5L. Books and Records. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Company in conformity with GAAP.

5M. Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance (including self-insurance in amounts not exceeding the customary amounts maintained by similarly situated companies and for which adequate reserves are maintained) with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. In addition, and not in limitation of the foregoing, the Company shall maintain and keep in force insurance coverage on its inventory, as is consistent with best industry practices.

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5N. Covenant Relating to Foreign Subsidiaries.

(a) The Company may acquire or form additional Foreign Subsidiaries; provided that, if the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Notes pursuant to this paragraph 5N for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Company (i) shall notify the holders of the Notes thereof, (ii) subject to any required intercreditor arrangements entered into between the holders of the Notes and all other creditors of the Company having a similar covenant with the Company in order to accomplish any required equal sharing of such pledged collateral (as provided in the penultimate sentence hereof), deliver stock certificates and related pledge agreements, in form satisfactory to a collateral agent acceptable to the Required Holders, evidencing the pledge of 66% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding capital stock (or other similar equity interests) entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding capital stock (or other similar equity interests) not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Company or any Domestic Subsidiary to secure the obligations under and in respect of the Notes to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose capital stock (or other similar equity interests) has not been pledged to secure such obligations pursuant to this paragraph 5N for the most recently ended twelve month period does not exceed twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding clause (ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary of the type described in paragraphs 3A(iii) to 3A(vi), inclusive, and such other documents as may be reasonably requested by the Required Holders; and provided, further, that in no event shall any such Foreign Subsidiary be required to enter into a Guarantee or a Joinder Agreement or otherwise guarantee any of the obligations under or in respect of the Notes, except to the extent that any such Foreign Subsidiary enters into any Guarantee of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA or the 2014 Prudential NPA. Upon the occurrence of the Foreign Pledge Date, the Company will be required to comply with the terms of this paragraph 5N within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the holders of the Notes shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Holders, with all other creditors of the Company having a similar covenant with the Company. For purposes hereof, the “EBITDA” attributable to any such Foreign Subsidiary shall be determined in a manner consistent with the method for determining Consolidated EBITDA, but on a non-consolidated basis.

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(b) Notwithstanding anything to the contrary in this Agreement, (i) [the Merger Sub shall not be required to become an Additional Obligor or to execute a Joinder Agreement, provided that Merger Sub is merged into Progressive Finance on April 14, 2014, with Progressive Finance being the surviving entity of such merger, in accordance with the 2014 Acquisition Agreement and Progressive Finance complies with all requirements to become an Additional Obligor in accordance with paragraph 5H hereof, (ii) none of Aaron Rents Puerto Rico or the Blocker Corporations]none of the Inactive Subsidiaries shall be required to become [an Additional Obligor]a Subsidiary Guarantor or to execute [a Joinder]the Subsidiary Guarantee Agreement, subject to compliance with paragraph 6O hereof[.] and (ii) the Company shall cause each Inactive Subsidiary to be dissolved as soon as practicable without incurring adverse tax consequences unless otherwise permitted by the Required Holders (which permission shall not be unreasonably withheld, conditioned or delayed).

5O. Progressive Finance Subsidiaries. Within ten (10) Business Days after April 14, 2014 (or such later date as the Required Holders agree), the Company shall cause each of the Progressive Finance Subsidiaries to become an Additional Obligor by complying with the requirements of paragraph 5H with respect to such Progressive Finance Subsidiary and executing a joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto.

5P. Tax Good Standing Certificates. Within 15 days after the Date of Closing, each Obligor shall deliver to each Purchaser tax good standing certificates from its jurisdiction of incorporation.

5Q. Dent-A-Med Credit Agreement. On or prior to October 31, 2017 (or such later date as the Required Holders may agree in their sole discretion), the Company shall have caused the commitments under the Dent-A-Med Credit Agreement to be terminated in full and all security interests granted in favor of Wells Fargo Bank, National Association to have been terminated and released.

5R. Dent-A-Med Entity Subsidiary Guaranty. Within thirty (30) days after the termination of the commitments under the Dent-A-Med Credit Agreement, as provided for in paragraph 5P (or such later date as the Required Holders may agree in their sole discretion), the Company shall cause each of the Dent-A-Med Entities to become an Additional Obligor by complying with the requirements of paragraph 5H with respect to such Dent-A-Med Entity and executing a joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto.

6. NEGATIVE COVENANTS.

So long as any Note or amount owing under this Agreement shall remain unpaid, each Obligor covenants as follows that:

6A. Fixed Charges Coverage Ratio. The Company will not permit the Consolidated Fixed Charge Coverage Ratio [to be less than (a) with respect to the]as of the last day of each fiscal quarter [of the Company ending December 31, 2014 and each fiscal quarter of the Company ending thereafter through and including December 31, 2015, 1.75 to 1.00, and (b) for each fiscal quarter ending thereafter, 2.00]ending after the Seventh Amendment Effective Date to be less than 2.50 to 1.00.

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6B. Total Debt to EBITDA Ratio. The Company will not, at any time, permit the Total Debt to EBITDA Ratio to be greater than[ (a) for the period from the Fourth Amendment Effective Date to and including March 30, 2016, 3.25 to 1.00 and (b) from and including March 31, 2016,] 3.00 to 1.00.

6C. Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness created pursuant to this Agreement and the Notes;

(b) Indebtedness of the Company owing to any Obligor and of any Subsidiary owing to any Obligor;

(c) Indebtedness of the Company or any Subsidiary incurred[ after the Date of Closing] to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided[,] that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided, further, [that] (i) the aggregate principal amount of such Indebtedness, does not [exceed $60,000,000 at any time outstanding and that]at any time exceed three percent (3.0%) of aggregate book value of the the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, and (ii) the aggregate principal amount of such Indebtedness incurred by Foreign Subsidiaries under this clause (c), together with the principal amount of Indebtedness permitted to be incurred by Foreign Subsidiaries under clause (e) below, does not at any time exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving [pro forma ]effect to [such acquisition]any Acquisition financed with such Indebtedness on a Pro Forma Basis);

(d) Guarantees by the Company of Indebtedness of any other Obligor and Guarantees by any Obligor of Indebtedness of the Company or any other Obligor;

(e) unsecured Indebtedness of Foreign Subsidiaries (whether such Indebtedness represents loans made by the Company or any of its Subsidiaries or by a third party) so long as after giving effect to the incurrence of such Indebtedness on a [pro forma basis]Pro Forma Basis, (i) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered

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does not exceed the maximum threshold then permitted under paragraph 6B, (ii) no Default or Event of Default has occurred and is continuing, or would result therefrom and (iii) the aggregate principal amount of such Indebtedness, together with the[ aggregate] principal amount of Indebtedness permitted to be incurred by such Foreign Subsidiaries under clause (c) above, does not exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on a [pro forma basis]Pro Forma Basis);

(f) Guarantees by the Company of Indebtedness of certain franchise operators of the Company, provided such Guarantees are given by the Company in connection with (1) loans made pursuant to the terms of the SunTrust Loan Facility Agreement or (2) loans made pursuant to the terms of any other [unsecured ]loan facility agreements and guaranteed on an unsecured basis with terms otherwise reasonably acceptable to the Required Holders entered into after the date hereof in an aggregate principal amount [not to exceed $50,000,000 ]at any time outstanding not to exceed, as of any date of determination, three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered;

(g) Endorsed negotiable instruments for collection in the ordinary course of business;

(h) Guarantees by the Company of Indebtedness of Foreign Subsidiaries permitted by clause (e) above;

(i) Indebtedness existing on the Date of Closing and set forth on Schedule 6C and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;

(j) Indebtedness under the SunTrust Agreement and the SunTrust Loan Facility Agreement;

(k) Indebtedness in respect of Private Placement Debt in respect of the MetLife NPA and the 2014 Prudential NPA in an aggregate principal amount not to exceed $300,000,000 at any time, together with, (i) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, amendments, extensions, renewals, refinancings and replacements of any such Indebtedness that do not (A) increase the outstanding principal amount thereof or shorten the maturity or the weighted average life thereof, (B) have financial and other terms that are materially more onerous in the aggregate than the terms set forth in this Agreement and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and (C) include an obligor that is not an Obligor and (ii) Guarantees of such Indebtedness by any Subsidiaries of the Company (so long as such Subsidiaries are Obligors hereunder);

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(l) secured Indebtedness in an aggregate principal amount not to exceed (including any such Indebtedness resulting from any exercise of any incremental facility provisions) $110,000,000 under the Dent-A-Med Credit Agreement, as may be amended and otherwise modified, so long as the terms of such facility are not amended to be more restrictive than those in effect on the Sixth Amendment Effective Date or in a manner that would be materially adverse to the holders of the Notes and all Indebtedness incurred thereunder remains non-recourse to the Company or any of its Subsidiaries (other than the Dent-A-Med Entities); and

(m) any other unsecured Indebtedness of the Company or any Domestic Subsidiary, so long as after giving effect to the incurrence of such Indebtedness on a [pro forma basis]Pro Forma Basis, (w) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under paragraph 6B, (x) no Default or Event of Default has occurred and is continuing, or would result therefrom, (y) the terms of such Indebtedness are not on financial and other terms that are materially more onerous in the aggregate than the Indebtedness under this Agreement and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and (z) such Indebtedness does not include an obligor that is not an Obligor.

6D. Liens. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except:

(a) Liens on any property or asset of the Company or any Subsidiary existing on the Date of Closing set forth on Schedule 6F; provided, that such Lien shall not apply to any property or asset of the Company or any Subsidiary not encumbered thereby on the date hereof;

(b) Liens for taxes, assessments, governmental charges or levies, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due or the payment of which is not at the time required by paragraph 5E;

(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than leases providing for Capitalized Lease Obligations), performance bonds, purchase, construction or sales contracts or other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of a deferred purchase price, and which do not, in the aggregate, materially detract from the value of the Company’s property or assets or impair the use thereof or operation of its business;

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(d) Liens on property or assets of the Company or any Subsidiary securing obligations of such Obligor or Subsidiary to the Company or a Wholly Owned Subsidiary of the Company;

(e) Liens on insurance policies owned by the Company on the lives of its officers securing policy loans obtained from the insurers under such policies, provided that (i) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (ii) the Company shall not incur any liability to repay any such loans;

(f) Liens in respect of purchase money obligations in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capitalized Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by paragraph 6C(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith;

(g) Liens (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Company or any Subsidiary of the Company; provided, that any such Lien was not created in contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;

(h) Liens on shares of stock or other equity interests of any Foreign Subsidiary, only to the extent that the Notes and the obligations relating thereto are secured pari passu with any other Indebtedness or obligations secured thereby;

(i) judgment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceedings that are currently being contested in good faith for which adequate reserves have been established;

(j) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of any Obligor or any Subsidiary;

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(k) other Liens incidental to the conduct of the business of any Obligor or any Subsidiary or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(l) extensions, renewals, or replacements of any Lien referred to above in subparagraphs (a), (b), (c), (e), (f), (g), (i) and (j) of this paragraph 6D; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; [and]

(m) Liens securing Indebtedness permitted by paragraph 6C(l); provided that such Liens apply only to (i) the Capital Stock of Dent-A-Med and (ii) the assets of the Dent-A-Med Entities, including the Capital Stock of any Subsidiaries of Dent-A-Med[.]; and

(n) Liens securing obligations (other than Indebtedness) incurred in the ordinary course of business in an aggregate principal amount not to exceed at any time $5,000,000.

6E. Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock or other equity interests to any Person other than an Obligor (or to qualify directors if required by applicable law) (any such transaction, an “Asset Disposition”), except (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations, disposed of in the ordinary course of business; (b) the sale, lease or other disposition of inventory and Permitted Investments in the ordinary course of business, (c) sales and dispositions permitted under paragraph 6K and sale and leaseback transactions permitted under paragraph 6M, (d) the sale of a store (and related assets) owned by the Company to a franchisee of the Company, (e) sales of receivables and other assets by the Dent-A-Med Entities to the extent permitted by the Dent-A-Med Credit Facility and (f) other sales of assets not to exceed[ $100,000,000 in book value in the aggregate for all such sales], as of any date of determination, for all such sales made on or after the Seventh Amendment Effective Date, an amount equal to five percent (5.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the then most recently ended fiscal quarter for which financial statements have been delivered, provided that, with respect to any such Asset Disposition (other than sales and disposals of the types described in the foregoing clauses (a) and (b)), (i) no Event of Default shall have occurred and be continuing at the time of, or result from, any such transaction and (ii) the Company shall make a Transfer Prepayment Offer to the extent required by paragraph 4D in connection with such transaction.

6F. Restricted Payments. The Company will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock or other equity interests, or make any payment on account of, or set apart assets for a sinking

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or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or other equity interests or Indebtedness subordinated to the obligations of the Obligors under the Notes or any options, warrants, or other rights to purchase such common stock or other equity interests or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Company solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to any Obligor, (iii) the payment by the Company or any Subsidiary thereof of the “Merger Consideration” (as such term is defined in the 2014 Acquisition Agreement) to the holders of record of any “Company Units” (as such term is defined in the 2014 Acquisition Agreement) and the payment by the Company or any Subsidiary thereof of the “Blocker Merger Consideration” (as such term is defined in the 2014 Acquisition Agreement) to the “Blocker Owners” (as such term is defined in the 2014 Acquisition Agreement), in each case pursuant to the terms of the 2014 Acquisition Documents, (iv) repayment in full by the Company or the Dent-A-Med Entities of any existing subordinated Indebtedness of the Dent-A-Med Entities on the Fifth Amendment Effective Date in connection with the Company’s acquisition of the Dent-A-Med Entities and (v) other Restricted Payments made by the Company in cash so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect to the payment thereof on a [pro forma basis]Pro Forma Basis, the Company and its Subsidiaries would be in compliance with the financial covenants in paragraphs 6A and 6B measured as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered hereunder.

6G. Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:

(a) Permitted Investments;

(b) Permitted Acquisitions;

(c) Investments made by any Obligor in any other Obligor;

(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $2,000,000 at any time outstanding;

(e) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and the other credit facility agreements referenced in paragraph 6C(f);

(f) Guarantees permitted under paragraph 6C(f);

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(g) loans to, and other investments in, Foreign Subsidiaries; provided that the aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, together with the aggregate principal amount of Indebtedness permitted to be incurred under clauses (c) and (e) of paragraph 6C, does not exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any Acquisition financed with such Indebtedness);

(h) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;

(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6G (including Investments in Subsidiaries);

(j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Moody’s Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $[125,000,000]150,000,000 at any time;

(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity;

(l) other Investments not to exceed $75,000,000 at any time; and

(m) other Investments not to exceed [$75,000,000 in the aggregate at any time]at any time an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.

6H. Restrictive Agreements. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock or other equity interests, to make or repay loans or advances to the Company or any other Subsidiary, to Guarantee Indebtedness of the Company or any other Subsidiary or to transfer any of its property or assets to the Company or any Subsidiary of the Company; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, the MetLife NPA, the SunTrust Agreement, the SunTrust Loan Facility Agreement or the 2014 Prudential NPA (or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Indebtedness under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA or the 2014 Prudential NPA), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and

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conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof, and (v) the foregoing shall not apply to restrictions or conditions imposed by the Dent-A-Med Credit Agreement (in the case of clause (a), solely if such restrictions and conditions apply only to the property or assets securing such Indebtedness).

6I. Amendments to Material Documents. The Company will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner that would have a Material Adverse Effect under their respective certificates of incorporation, bylaws or other organizational documents.

6J. Accounting Changes. The Company will not, and will not permit any Subsidiary to, (a) make any significant change in accounting treatment or reporting practices other than those permitted by GAAP (each a “Permitted Change”), provided that a Permitted Change will only be permitted to the extent that no Event of Default would occur at the end of the fiscal quarter of the Company in which such Permitted Change is to occur, or at the end of the next succeeding fiscal quarter of the Company, in each case if such Permitted Change were not to be made, or (b) change the fiscal year of the Company or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Company.

6K. Fundamental Changes. The Company will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (a) [the Blocker Corporations may merge or liquidate]any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into any Obligor, provided that such Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (2) any Subsidiary may merge into another Subsidiary or the Company; provided, however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any Subsidiary to such merger is an Obligor, the Obligor shall be the surviving Person, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to an Obligor, or (4) any other Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the Company; provided, that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by paragraph 6G.

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6L. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its Wholly-Owned Subsidiaries not involving any other Affiliates, (c) any Restricted Payment permitted by paragraph 6F and (d) transactions permitted under paragraph 6G(d).

6M. Sale and Leaseback Transactions. The Company will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, the Company may engage in such sale and leaseback transactions so long as the aggregate fair market value of all assets sold and leased back does not exceed $300,000,000 from and after the First Amendment Effective Date.

6N. Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.

6O. Activities of [Aaron Rents and Blocker Corporations.][(a) ]Inactive Subsidiaries. Unless [Aaron Rents Puerto Rico]any Inactive Subsidiary has become an Additional Obligor, the Company will not permit [Aaron Rents Puerto Rico]such Inactive Subsidiary to engage in any business[ or] activity other than (i) maintaining its existence and/or winding up its affairs and (ii) activities related to the completion of any ongoing tax [audit, and the Company shall not, and shall not permit any Subsidiary to,]audits, and (x) no Obligor shall make any additional Investment in [Aaron Rents Puerto Rico]any Inactive Subsidiary other than in connection with the business and activities set forth in clauses (i) and (ii)  above[.] of this paragraph 6O and (y) no Inactive Subsidiary shall incur Indebtedness of any type (including, without limitation, any guaranties). Further, the Inactive Subsidiaries shall not at any time after the Seventh Amendment Effective Date have (a) assets with an aggregate book value in excess of $1,000,000, or (b) annual revenue in excess of $1,000,000 in the aggregate.

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[(b) Unless a Blocker Corporation has become an Additional Obligor, the Company will not permit such Blocker Corporation to engage in any business or activity other than the following activities (i) maintaining its existence and/or winding up its affairs, (ii) merging or liquidating into the Company or another Subsidiary, with the Company or such Subsidiary being the survivor of such merger or liquidation, and (iii) holding the membership interests of Progressive Finance, and the Company shall not, and shall not permit any Subsidiary to, make any additional Investment in either Blocker Corporation other than in connection with the activities set forth in clauses (i), (ii) and (iii) above.]

6P. ]Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, the Company will not, and will not permit any of the Subsidiaries to (a) permit any Person (other than the Company, any other Obligor or any wholly owned Subsidiary thereof) to own any capital stock of any Subsidiary, except to qualify directors if required by applicable law, and except for any dispositions of Subsidiaries otherwise permitted under this Agreement, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred capital stock.

6Q. Legal Name, State of Formation and Form of Entity. The Company will not, and will not permit any Subsidiary to, without providing ten (10) days prior written notice to each Significant Holder (or such lesser period as each such Significant Holder may agree), change its name, state of formation or form of organization.

7. EVENTS OF DEFAULT.

7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i) the Obligors default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or

(ii) the Obligors default in the payment of any interest on any Note for more than 3 Business Days after the date due; or

(iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, [the MetLife NPA or ]the 2014 Prudential NPA or the MetLife NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in

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respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness [(]or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the [MetLife NPA and the ]2014 Prudential NPA and the MetLife NPA, which are addressed in paragraph 7A(iii)(A), and (y)[ any] Indebtedness, Capitalized Lease Obligations [or]and other [obligation]obligations in an aggregate principal amount that does not exceed [$20,000,000] two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or

(iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or

(v) the Company fails to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to any Obligor’s existence), 5J(a) or 5O; or

(vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Obligors by any Purchaser; or

(vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or

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(viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or

(ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or

(x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or

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(xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or

(xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

(xv) a Change in Control shall occur or exist; or

(xvi) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period).

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then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, the holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the continuance of such Event of Default, by notice in writing to the Obligors, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to any Obligor, all of the Notes at the time outstanding shall automatically become immediately due and payable, together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Obligors, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors.

The Obligors acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Obligors (except as herein specifically provided for) and that the provision for payment of the Yield-Maintenance Amount by the Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

7B. Rescission of Acceleration. At any time after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) may, by notice in writing to the Obligors, rescind and annul such declaration and its consequences if (i) the Obligors shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Notes, (ii) the Obligors shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Notes or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Obligors shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

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7D. Other Remedies. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

8. REPRESENTATIONS, COVENANTS AND WARRANTIES.

Each Obligor represents, covenants and warrants as follows:

8A. Organization. Each Obligor and each of their Subsidiaries is a corporation duly organized and existing in good standing under the respective laws of the jurisdictions of incorporation, and are duly qualified as foreign corporations and are in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Obligors has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

8B. Financial Statements. The Company has furnished each Purchaser with the following financial statements, identified by a principal financial officer of the Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the years 2008 to 2010, inclusive, and consolidated statements of income, cash flows and changes in financial position of the Company and its Subsidiaries for each such year, all reported on by Ernst & Young; and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at March 31 in each of the years 2010 and 2011 and consolidated statements of income, cash flows and changes in financial position for the three-month period ended on each such date, prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, cash flows and changes in financial position fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole that would have a Material Adverse Effect since December 31, 2010.

8C. Actions Pending. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Obligors, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which the Company believes would result in a Material Adverse Effect.

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8D. Outstanding Indebtedness. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6E. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

8E. Title to Properties. The Company and each of its Subsidiaries have good and marketable title to each of their respective real properties (other than properties which it leases) and good title to all other respective properties and assets, including the properties and assets reflected in the balance sheet as at December 31, 2010 referred to in paragraph 8B (other than properties and assets disposed of in the ordinary course of business), subject to no Lien of any kind except Liens permitted by paragraph 6F. All leases necessary in any material respect for the conduct of the respective businesses of the Company and its Subsidiaries are valid and subsisting and are in full force and effect.

8F. Taxes. The Company and each of its Subsidiaries have filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP.

8G. Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto. The Company has obtained waivers, attached hereto as Exhibit E, with respect to the agreements set forth in Schedule 8G, therein waiving all restrictions on the incurrence of Indebtedness of the Company with respect to each such agreement as the result of the Obligors’ entering into the transactions contemplated hereby, except where the failure to obtain such waiver would not result in a Material Adverse Effect.

8H. Offering of Notes. Neither the Obligors nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Obligors for sale to, or solicited any offers to buy the Notes or any similar security of the Obligors from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s), and neither the Obligors nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

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8I. Use of Proceeds. The Obligors will apply the proceeds of the sale of the Notes as set forth in Schedule 8I. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Obligors in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the assets of the Company and its Subsidiaries and none of the Obligors has any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this paragraph, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

8J. ERISA. No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Neither the Company, any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from, or will not involve any transaction which is subject to, the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation in paragraph 9B.

8K. Governmental Consent. Neither the nature of the Company or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes is such as to require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or administrative or governmental body (other than routine filings after the Date of Closing with the Securities and Exchange Commission and/or state blue sky authorities) in connection with the execution and delivery of this Agreement, the offering, issuance, sale or delivery of the Notes or fulfillment of or compliance with the terms and provisions hereof or of the Notes.

8L. Compliance with Laws. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including those relating to protection of the environment except, in any such case, where failure to comply would not result in a Material Adverse Effect.

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8M. Environmental Compliance. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all foreign, federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations relating to protection of the environment except, in any such case, where failure to comply would not result in a Material Adverse Effect.

8N. Utility Company Status. Neither the Company nor any Subsidiary is a (i) “holding company,” a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 2005, as amended or (ii) public utility within the meaning of the Federal Power Act, as amended.

8O. Investment Company Status. Neither the Company nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.

8P. Rule 144A. The Notes are not of the same class as securities of the Obligors, if any, listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

8Q. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished to any Purchaser by or on behalf of the Obligors in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact peculiar to the Company or any of its Subsidiaries which has or in the future may (so far as the Company can now foresee) have a Material Adverse Effect and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to each Purchaser by or on behalf of the Obligors prior to the date hereof in connection with the transactions contemplated hereby.

8R. Foreign Assets Control Regulations, etc.

(a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”).

(b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person.

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(c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.

(d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

9. REPRESENTATIONS OF THE PURCHASER.

Each Purchaser represents as follows:

9A. Nature of Purchase. Such Purchaser is not acquiring the Notes to be purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of its property shall at all times be and remain within its control.

9B. Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

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(ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(iii) the Source is either (a) an insurance company pooled separate account, within the meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (a) the identity of such QPAM and (b) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (iv); or

(v) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

(vi) the Source is a governmental plan; or

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(vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

(viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this paragraph 9B, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

10. DEFINITIONS; ACCOUNTING MATTERS.

For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

10A. Yield-Maintenance Terms.

“Called Principal” shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B or has become or is declared to be immediately due and payable pursuant to paragraph 7A , as the context requires.

“Discounted Value” shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on the Notes is payable, if interest is payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for actively traded on-the-run U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for various maturities. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.

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“Remaining Average Life” shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

“Settlement Date” shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or has become or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Yield-Maintenance Amount” shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. Other Terms.

[“Aaron Rents Puerto Rico” shall mean Aaron Rents, Inc. Puerto Rico, a Puerto Rico corporation.]

“Acquisition” shall mean any transaction in which the Company or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business, (ii) acquires all or substantially all of the assets of any Person or division thereof, whether through a purchase of assets, merger or otherwise, (iii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority of the voting stock of a corporation, other than the acquisition of voting stock of a Wholly Owned Subsidiary solely in connection with the organization and capitalization of that Subsidiary by any Obligor, or (iv) acquires control of more than 50% ownership interest in any partnership, joint venture or limited liability company.

“Additional Obligor” shall have the meaning specified in paragraph 5H hereto.

“Administrative Agent” shall have the meaning specified in the SunTrust Agreement.

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Obligors, except a Subsidiary. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

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“Agreement, this” shall mean this Note Purchase Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Anti-Money Laundering Laws” shall have the meaning specified in paragraph 8R(c) hereof.

“AIC” shall have the meaning specified in the introduction hereto.

“Asset Disposition” shall have the meaning specified in paragraph 6E hereof.

“Bankruptcy Law” shall have the meaning specified in paragraph 7A(viii).

“Blocked Person” shall have the meaning specified in paragraph 8R(a) hereof.

[“Blocker Corporations” shall mean the following corporations to be acquired by the Company or a wholly-owned Subsidiary of the Company in connection with the 2014 Acquisition pursuant to the 2014 Acquisition Documents: (a) SP GE VIII-B Progressive Blocker Corp., a Delaware corporation, and (b) SP SD IV-B Progressive Blocker Corp., a Delaware corporation.]

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Capitalized Lease Obligation” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any bank lender under the SunTrust Agreement, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s Investors Service, Inc. is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s Investors Service, Inc. and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any Lender) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing clauses (a) through (d).

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“Casualty Event” shall have the meaning specified in paragraph 4D hereof.

“Change in Control” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) of 33 1/3% or more of the total voting power of shares of stock entitled to vote in the election of directors of the Company; or (c) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Closing” shall have the meaning specified in paragraph 2 hereof.

“Company” shall have the meaning specified in the introduction hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Consolidated EBITDA” shall mean[,] for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, an amount equal to the sum of ([a]i) Consolidated Net Income for such period plus ([b]ii ) to the extent deducted in determining Consolidated Net Income for such period, [(i]but without duplication, (A) Consolidated Interest Expense, ([ii]B) income tax expense, ([iii]C ) depreciation (excluding depreciation of rental merchandise) and amortization, ([iv]D) all other non-cash charges, ([v] E) closing costs, fees and expenses incurred during such period in connection with[ the 2014 Acquisition and] the transactions contemplated by the Financing Documents, the MetLife NPA, the SunTrust Agreement, the 2014 Prudential NPA and the SunTrust Loan Facility Agreement (including the amendments thereto), in each case paid during such period to Persons that are not Affiliates of the Company or any Subsidiary, [not to exceed $15,000,000 in the aggregate, (vi) one-time fees, costs and expenses (including without limitation legal and other professional fees) in connection with (x) the retirement and severance of Ronald W. Allen and David Buck and (y) the bid by Vintage Capital Management to acquire the Company, and other proxy contests and shareholder proposals, including costs, expenses and fees relating to responding to, defending and settling such matters, in each case to the extent such fees, costs and expenses were incurred prior

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to the First Amendment Effective Date, and (vii) transaction closing costs, fees and expenses actually incurred during such period in connection with the negotiation and closing of the First Amendment to NPA, and the related amendments to the SunTrust Loan Facility Agreement, the SunTrust Agreement, the MetLife NPA, the 2014 Prudential NPA, and the related transaction documents, in each case paid during such period to Persons that are not Affiliates of the Company or any Subsidiary](F) up to $16,600,000 in restructuring charges incurred in Fiscal Year 2016 in connection with the closure and consolidation of 56 Company-operated stores, (G) up to $13,800,000 in restructuring charges incurred in the first half of Fiscal Year 2017 in connection with the closure and consolidation of 63 Company-operated stores, (H) up to $2,000,000 in transaction fees and expenses (including legal fees and expenses and investment banker fees) paid by Company in connection with the SEI Acquisition, (I) up to $3,850,000 in reimbursement and/or settlement of any expenses, indemnity claims and other items, in each case, to the extent payable by Company to SEI or SEI’s subsidiaries or affiliates pursuant to the terms of the SEI Acquisition Agreement or any related ancillary acquisition documents between such parties, (J) up to $1,500,000 in advisory fees and expenses paid by the Company to its third party consultant in the second and third Fiscal Quarters of 2017, (K) up to $750,000 in construction and design related fees and expenses; (L) business optimization, restructuring and transition expenses, costs, charges, accruals or reserves incurred within three (3) years of any Permitted Acquisition, which for the avoidance of doubt shall include severance payments and costs, legal defense and settlement costs (including any costs paid in satisfaction of judgments), relocation costs, costs related to the closure, opening, curtailment and/or consolidation of facilities, retention charges, systems establishment costs, spin-off costs, integration costs, signing costs, retention and completion bonuses, amortization of signing bonuses, inventory optimization expenses, contract termination costs, transaction costs, costs related to entry into new markets, consulting fees and recruiter fees; (M) business optimization, restructuring and transition related expenses, costs, charges, accruals or reserves which are unrelated to any Permitted Acquisition or divestiture of assets, all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; provided that the aggregate amount for all such items under this clause (M) shall not exceed $10,000,000 in the aggregate during any four fiscal quarter period; (N) loss of on-lease and off-lease inventory, physical damage to stores, infrastructure, capital assets and other assets of the business and loss of revenue, in each case, (1) to the extent reasonably identifiable by the Company as having resulted from significant weather events or other natural disasters in areas that have been declared a federal disaster or otherwise qualify for federal emergency assistance, (2) to the extent occurring within twelve (12) months after the occurrence of such significant weather event or natural disaster, and (3) net of all related insurance proceeds received related thereto (including, without limitation, all business interruption insurance and casualty insurance), all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; and (O) the amount of cost savings and synergies projected by the Company in good faith to be reasonably anticipated to be realized from actions taken or committed to be taken during such period in connection with any Permitted Acquisition or any permitted disposition of assets (in each case calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period, net of the amount of actual

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benefits realized prior to or during such period from such actions); provided that such actions have been taken or have been committed to be taken, and the benefits resulting therefrom are anticipated by the Company in good faith to be realized within twenty-four (24) months after the completion of the related Permitted Acquisition or permitted disposition of assets; and provided, further, that the aggregate amount for all such items under this clause (O) shall not exceed $50,000,000 in the aggregate during the term of this Agreement, all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period. Notwithstanding the foregoing, the amounts added back to Consolidated Net Income in reliance on clauses (ii)(L), (ii)(M) and (ii)(N) above shall not exceed $50,000,000 in the aggregate during any four fiscal quarter period.

“Consolidated EBITDAR” shall mean, for the Company and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated EBITDA and (b) Consolidated Lease Expense.

“Consolidated Fixed Charge Coverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated EBITDAR for the period of four consecutive fiscal quarters of the Company ending on, or most recently ended as of, such date, to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges” shall mean, for the Company and its Subsidiaries for any period, [determined on a consolidated basis in accordance with GAAP, ]the sum (without duplication) of (a) Consolidated Interest Expense paid or payable for such period plus (b[) Consolidated Scheduled Debt Payments for such period plus (c]) Consolidated Lease Expense.

“Consolidated Interest Expense” shall mean, for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, determined on a consolidated basis in accordance with GAAP, total cash interest expense, including without limitation the interest component of any payments in respect of Capitalized Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period).

“Consolidated Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals payable by the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) with respect to leases of real and personal property (excluding Capitalized Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets and (iii) any equity interest of the Company and its Subsidiaries[ (other than the Dent-A-Med Entities)] in the unremitted earnings of any Person that is not the Company or a Subsidiary, and (iv) any income (or loss) of any Person

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accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or a Subsidiary[ (other than the Dent-A-Med Entities).][”Consolidated Scheduled Debt Payments” shall mean, for any period for the Company and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Total Debt. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period and (b) shall not include any voluntary or mandatory prepayments (other than regularly scheduled amortization payments of Consolidated Total Debt).], except to the extent provided for in the definition of Pro Forma Basis in connection with a Permitted Acquisition.

“Consolidated Total Debt” shall mean, at any time, all then currently outstanding obligations, liabilities and indebtedness of the [Obligors] Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) on a consolidated basis of the types described in the definition of Indebtedness.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term “Controlled” shall have a correlative meaning.

“Controlled Entity” shall mean any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates.

“DAMI Joinder Date” means the date the Dent-A-Med Entities become Subsidiary Guarantors by executing and delivering a joinder to the Subsidiary Guarantee Agreement.

“DAMI Pledge Agreement” means that certain Collateral Pledge Agreement, dated on or about the Second Amendment Effective Date, made and executed by Progressive Finance in favor of Wells Fargo Bank, N.A.

“Date of Closing” shall have the meaning specified in paragraph 2 hereof.

“Debt Prepayment Transfer” shall have the meaning specified in paragraph 4D(a) hereof.

“Default” shall mean any of the events specified in paragraph 7A, whether or not any requirement for such event to become an Event of Default has been satisfied.

“Dent-A-Med” means Dent-A-Med Inc., an Oklahoma corporation.

“Dent-A-Med Credit Agreement” means that certain Loan and Security Agreement dated as of May 18, 2011 by and among the Dent-A-Med Entities, as co-borrowers, the lenders party thereto and Wells Fargo Bank, N.A. (as successor by merger to Wells Fargo Preferred Capital, Inc.), as agent for the lenders thereunder as in effect on the [Sixth]Seventh Amendment Effective Date.

“Dent-A-Med Entities” means Dent-A-Med, [Dent-A-Med Receivables Corporation, a Delaware corporation, ]HC Recovery, Inc., an Oklahoma corporation and any other direct or indirect subsidiary of Dent-A-Med formed after the [Fifth]Seventh Amendment Effective Date.

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“Domestic Controlled Affiliate” shall mean each Affiliate of the Company that is (a) Controlled by the Company and (b) incorporated or organized under the laws of any State of the United States, the District of Columbia or Puerto Rico.

“Domestic Subsidiary” shall mean each Subsidiary of the Company that is incorporated or organized under the laws of any State of the United States of America, the District of Columbia or Puerto Rico.

“EBITDA” shall have the meaning specified in paragraph 5N.

“EDGAR” shall mean the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Issuance” shall have the meaning specified in paragraph 4E(a) hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate

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from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Existing Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated as of July 27, 2005, by and among the Obligors and each of the Existing Noteholders, as amended by that certain First Amendment to Note Purchase Agreement, dated as of November 4, 2008, that certain letter amendment, dated as of April 19, 2011, and that certain letter amendment, dated the date hereof.

“Existing Noteholders” shall mean each holder of an Existing Note.

“Existing Note(s)” shall mean those certain 5.03% Senior Notes due July 27, 2012, issued pursuant to the Existing Note Purchase Agreement.

“Fifth Amendment Effective Date” means September 21, 2015.

“Fifth Amendment to NPA” means that certain Amendment No. 5 to Note Purchase Agreement, dated as of the Fifth Amendment Effective Date, by and among the Issuers and each of the holders of the Notes party thereto.

“Financing Documents” means this Agreement, the Notes, the Intercreditor Agreement (including each joinder thereto) and each Joinder Agreement.

“First Amendment Effective Date” shall have the meaning specified in that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 19, 2012, by and among the Obligors and each of the holders of the Notes.

“Fiscal Quarter” means a fiscal quarter of the Company.

“Fiscal Year” means a fiscal year of the Company.

“Foreign Pledge Date” shall have the meaning set forth in paragraph 5N.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

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“Fourth Amendment Effective Date” means December 9, 2014.

“Fourth Amendment to NPA” means that certain Amendment No. 4 to Note Purchase Agreement, dated as of the Fourth Amendment Effective Date, by and among the Obligors and each of the holders of the Notes party thereto.

“GAAP” shall have the meaning set forth in paragraph 10C.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “Guarantor”) shall mean any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Inactive Subsidiaries” means the Subsidiaries of Company identified on Schedule 10 attached hereto.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”.

“Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred

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purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided that for purposes of paragraph 7A(iii), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capitalized Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (v) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock or other equity interests of such Person, and (x) Off-Balance Sheet Liabilities. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“INHAM Exemption” shall have the meaning specified in paragraph 9B(v) hereof.

“Institutional Investor” shall mean any insurance company, commercial, investment or merchant bank, finance company, mutual fund, registered money or asset manager, savings and loan association, credit union, registered investment advisor, pension fund, investment company or fund, licensed broker or dealer, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act, or any successor law, rule or regulation) or institutional “accredited investor” (as such term is defined under Regulation D promulgated under the Securities Act, or any successor law, rule or regulation).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of April 14, 2014, by and among the Administrative Agent, the MetLife Parties, the Prudential Parties, SunTrust and the holders of Notes, as such agreement may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Investment” shall have the meaning specified in paragraph 6I.

“Joinder Agreement(s)” shall mean those certain Joinder Agreements executed pursuant to paragraph 5H hereof, substantially in the form of Exhibit D hereto.

“Lenders” shall mean the “Lenders” under the SunTrust Agreement.

“Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). A covenant not to grant a Lien or a “negative pledge” shall not be a Lien for purposes of this Agreement.

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“Material Adverse Effect” shall mean (i) a material adverse effect on the business, assets, liabilities, operations or financial condition of the Company and its Subsidiaries, taken as a whole, (ii) a material impairment of the Obligors’ ability to perform any of their respective obligations under the Agreement, the Notes or any other Financing Document to which they are parties, or (iii) a material impairment of the validity or enforceability of this Agreement, the Notes or any other Financing Document.

“Material Subsidiary” shall mean, at any time, any direct or indirect Subsidiary of the Company having: (a) assets in an amount equal to at least 5% of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of the most recent fiscal quarter of the Company at such time; or (b) revenues or net income in an amount equal to at least 5% of the total revenues or net income of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP for the 12-month period ending on the last day of the most recent fiscal quarter of the Company at such time.

“Merger Sub” shall mean Virtual Acquisition Company, LLC, a Delaware corporation and a direct wholly-owned Subsidiary of the Company.

“MetLife NPA” shall mean that certain Note Purchase Agreement, dated as of April 14, 2014, by and among the Company, certain Subsidiaries thereof, and Metropolitan Life Insurance Company and/or one or more of its affiliates or Related Funds (herein, the “MetLife Parties”), pursuant to which the MetLife Parties agreed to purchase $75,000,000 in aggregate principal amount of the Series B Senior Notes issued by the Company and AIC, as such agreement may be amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“MetLife Parties” shall have the meaning specified in the definition of MetLife NPA.

“Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC Annual Statement” shall have the meaning specified in paragraph 9B(i) hereof.

“Net Cash Proceeds” shall mean the aggregate cash or Cash Equivalents proceeds received by the Company or any Domestic Subsidiary in respect of (a) any Asset Disposition, (b) any Casualty Event, (c) any Unpermitted Debt Incurrence or (d) any Equity Issuance, in each case net of direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), taxes paid or payable as a result thereof and, in the case of any Asset Disposition or Casualty Event, the amount necessary to retire any Indebtedness secured by a Lien permitted under this Agreement (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by the Company or any Domestic Subsidiary in connection with any Asset Disposition by the Company or any of its Subsidiaries, any Casualty Event or any issuance of Indebtedness not permitted under paragraph 6C.

“Notes” shall have the meaning specified in paragraph 1 hereto.

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“Obligor” shall have the meaning specified in the introduction hereto.

“OFAC” shall have the meaning specified in paragraph 8R(a) hereof.

“OFAC Listed Person” shall have the meaning specified in paragraph 8R(a) hereof.

“OFAC Sanctions Program” shall mean any program identified at http://www.ustreas.gov/offices/enforcement/ofac/programs/.

“Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, other than indemnity obligations for any breach of any representation or warranty which are customary in nonrecourse sales of such assets, (ii) any liability of such Person under any sale and leaseback transactions which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“Officer’s Certificate” shall mean a certificate signed in the name of the Company by any one or more of its President, its Executive Vice President, its Chief Financial Officer, any one of its Vice Presidents or its Treasurer.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Acquisitions” shall mean (a) the [2014]SEI Acquisition,[ the Dent-A-Med Acquisition (as such term is defined in the Second Amendment to NPA)] and (b) any other Acquisition (whether foreign or domestic) so long as[, in each case with respect to the Dent-A-Med Acquisition or any such other Acquisition, (a] (i) immediately before and after giving effect to such Acquisition, no Default or Event of Default is in existence, ([b]ii) such Acquisition has been approved by the board of directors of the Person being acquired prior to any public announcement thereof, ([c]iii) to the extent such Acquisition is of a Person or Persons that are not organized in the United States and/or of all or substantially all of the assets of a Person located outside the United States and the aggregate EBITDA attributable to all Foreign Subsidiaries for the most recently ended twelve month period (after giving pro forma effect to such Acquisition) exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, the Company complies with paragraph 5N hereof, and ([d]iv ) immediately after giving effect to such Acquisition, the Company and its Subsidiaries will not be engaged in any business other than (x) businesses of the type conducted by the Company and its Subsidiaries on the Seventh Amendment Effective Date[ of Closing] and businesses reasonably related thereto, and (y) any other ancillary businesses which are complementary to the business of the Company and its Subsidiaries as conducted as of the Seventh Amendment Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Company and its Subsidiaries as of the Seventh Amendment Effective Date. As used herein, Acquisitions will be considered related Acquisitions if the sellers under such Acquisitions are the same Person or any [Affiliate]affiliate thereof.

“Permitted Change” shall have the meaning specified in paragraph 6J.

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“Permitted Investments” shall mean:

(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(ii) commercial paper having an A or better rating, at the time of acquisition thereof, from S&P’s or Moody’s Investors Service, Inc., and in either case maturing within one year from the date of acquisition thereof;

(iii) certificates of deposit, bankers’ acceptances and time deposits maturing within one year of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; and

(v) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above.

“Person” shall mean any individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Date” shall have the meaning specified in paragraph 4E(a) hereof.

“Prepayment Offer” shall have the meaning specified in paragraph 4E(a) hereof.

“Private Placement Debt” shall mean Indebtedness incurred by the Company or its Subsidiaries in respect of the issuance and sale of notes or other securities by the Company or its Subsidiaries to Institutional Investors, which issuance and sale does not require registration of such securities with the U.S. Securities and Exchange Commission pursuant to the Securities Act.

“Pro Forma Basis” shall mean, for purposes of calculating compliance with respect to any asset sale, casualty event, Permitted Acquisition, Restricted Payment or incurrence of Indebtedness, or any other transaction subject to calculation on a “Pro Forma Basis” as indicated herein (including without limitation, for purposes of determining compliance with the financial covenants in paragraphs 6A and 6B) that such transaction shall be deemed to

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have occurred as of the first day of the period of four Fiscal Quarters most recently ended (the “Reference Period”) for which the Company has delivered financial statements pursuant to paragraph 5A. For purposes of any such calculation in respect of any Permitted Acquisition, (a) income statement and cash flow statement items attributable to the Person or property subject to such Permitted Acquisition shall be included in Consolidated EBITDA for such Reference Period after giving pro forma effect thereto as if such Permitted Acquisition occurred on the first day of such Reference Period; (b) any Indebtedness incurred or assumed by any Company or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; (c) capital expenditures attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period, and (d) except as permitted pursuant to clauses (L), (M) and (O) of the definition of Consolidated EBITDA, no adjustments for unrealized synergies shall be included.

“Progressive Finance” shall mean Progressive Finance Holdings, LLC, a Delaware limited liability company.

“Progressive Finance Subsidiaries” shall mean the direct and indirect Subsidiaries of Progressive Finance acquired by the Company on the consummation of the 2014 Acquisition as further identified on Schedule 5O hereto.

“Prudential Parties” shall have the meaning specified in the definition of 2014 Prudential NPA.

“PTE” shall have the meaning specified in paragraph 9B(i) hereof.

“Purchaser” shall mean each Person named on the Purchaser Schedule attached hereto.

“Purchaser Schedule” shall mean that Purchaser Schedule attached as Schedule A hereto.

“QPAM Exemption” shall have the meaning specified in paragraph 9B(iv) hereof.

“Ratable Portion” shall mean, with respect of any holder of any Note in connection with any prepayment pursuant to paragraph 4D or 4E hereof resulting from any Debt Prepayment Transfer, any Unpermitted Debt Incurrence or any Equity Issuance, an amount equal to the quotient of (a) the aggregate outstanding principal amount of the Notes held by such holder, divided by (b) the aggregate principal amount of all Notes then outstanding.

“Related Funds” shall mean, with respect to any holder of any Note, any fund or entity that (a) invests in securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

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“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Required Holder(s)” shall mean the holder or holders of at least 51% of the aggregate principal amount of the Notes from time to time outstanding (exclusive of Notes then owned by the Company, any Subsidiary of the Company or any of their respective Affiliates).

“Responsible Officer” shall mean the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of each of the Obligors or any other officer of the Obligors involved principally in its financial administration or its controllership function.

“Restricted Payment” shall have the meaning specified in paragraph 6H hereto.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and any successor thereto.

“SEC” means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said Commission.

“SEI” shall mean SEI/Aaron’s, Inc., a Georgia corporation.

“SEI Acquisition” shall mean the acquisition by the Company of substantially all of the assets of its franchisee, SEI/Aaron’s, Inc., which acquisition was consummated on or about July 27, 2017.

“SEI Acquisition Agreement” shall mean that certain Asset Purchase Agreement dated as of July 27, 2017, by and among SEI, certain subsidiaries and affiliates of SEI party thereto and the Company.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Debt” shall mean the Notes and any other Indebtedness of the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Indebtedness of the Company or any Subsidiary (including, without limitations, the obligations of the Company under this Agreement or the Notes).

“Seventh Amendment Effective Date” means September 18, 2017.

“Significant Holder” shall mean (i) each Purchaser, so long as it shall hold (or be committed under this Agreement to purchase) any Note, or (ii) any other holder of at least 5% of the aggregate principal amount of the Notes from time to time outstanding.

“Sixth Amendment Effective Date” means June 30, 2016.

“Source” shall have the meaning specified in paragraph 9B hereof.

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“Subsidiary” shall mean any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interest are, as of such date, owned, controlled or held, by the Company or one of more subsidiaries of the Company. Unless otherwise indicated, all references to a “Subsidiary” or “Subsidiaries” herein shall mean a Subsidiary of the Company.

“SunTrust” shall mean SunTrust Bank, together with its successors and assigns.

“SunTrust Agreement” shall [mean that certain](a) have the meaning as specified in paragraph 3K hereof prior to the Seventh Amendment Effective Date, and (b) on and after the Seventh Amendment Effective Date, that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of [April 14, 2014,]the Seventh Amendment Effective Date, by and among the Company, the Administrative Agent, SunTrust and the other lenders [signatory thereto, as amended by that certain First Amendment to Credit] Agreement dated as of December 9, 2014, [and as further]party thereto, pursuant to which SunTrust and the other lenders party thereto shall have agreed to provide to the Company, subject to the terms and conditions thereof, a revolving loan facility in the aggregate principal amount of up to $400,000,000 and term loans in the aggregate principal amount of $100,000,000, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“SunTrust Loan Facility Agreement” shall mean that certain Third Amended and Restated Loan Facility Agreement and Guaranty, dated as of [April 14, 2014,]the Date of Closing, by and among the Company, SunTrust and the financial institutions party thereto, as amended by (i) that certain First Amendment to Loan Facility Agreement, dated as of December 9, 2014, [and as](ii) that certain Second Amendment to Loan Facility Agreement, dated as of September 11, 2015, (iii) that certain Third Amendment to Loan Facility Agreement, dated as of December 4, 2015, (iv) that certain Fourth Amendment to Loan Facility Agreement, dated as of June 30, 2016, (v) that certain Fifth Amendment to Loan Facility Agreement, dated as of December 6, 2016 and (vi) that certain Sixth Amendment to Loan Facility Agreement, dated as of the Seventh Amendment Amendment Effective Date, and as may be further amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“Total Debt to EBITDA Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the[ period of] four consecutive fiscal quarters [of the Company ]ending on, or most recently [ending] ended as of, such date.

“Transfer Prepayment Date” shall have the meaning specified in paragraph 4D(a) hereof.

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“Transfer Prepayment Offer” shall have the meaning specified in paragraph 4D(a) hereof.

“Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased under this Agreement.

“2014 Acquisition” shall mean the acquisition by the Company of all or substantially all of the capital stock or assets of Progressive Finance and the Progressive Finance Subsidiaries pursuant to the 2014 Acquisition Documents.

“2014 Acquisition Agreement” shall mean that certain Agreement and Plan of Merger, dated as of April 14, 2014, by and among the Company, Progressive Finance, the Merger Sub and the Representative (as defined in the 2014 Acquisition Agreement) party thereto, as such agreement may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement.

“2014 Acquisition Documents” shall mean, collectively (i) the 2014 Acquisition Agreement, (ii) that certain Purchase Agreement dated as of April 14, 2014, by and among the Company and the entities identified as “Blocker Owners” therein, pursuant to which the Company or a Wholly Owned Subsidiary has agreed to purchase, and such Blocker Owners have agreed to sell and assign to the Company or another Obligor immediately prior to the effective time of the 2014 Acquisition, 100% of the outstanding equity interests in the Blocker Corporations, (iii) the certificate of merger with respect to the merger of Merger Sub with and into Progressive Finance to be filed with the Secretary of State of the State of Delaware on April 14, 2014 and (iv) each other material document, instrument, certificate and agreement executed and delivered in connection therewith, in each case as such agreements, documents, instruments, certificates may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement.

“2014 Prudential NPA” shall mean that certain Note Purchase Agreement, dated as of April 14, 2014, by and among the Company, certain Subsidiaries thereof, and The Prudential Insurance Company of America and/or one or more of its affiliates or Related Funds (herein, the “Prudential Parties”), pursuant to which the Prudential Parties agreed to purchase $225,000,000 in aggregate principal amount of the Series A Senior Notes issued by the Company and AIC, as such agreement may be amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“Unpermitted Debt Incurrence” shall have the meaning specified in paragraph 4E(a) hereof.

“USA PATRIOT Act” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Wholly Owned Subsidiary” shall mean any Subsidiary, all of the stock of every class of which is, at the time as of which any determination is being made, owned by the Company either directly or through Wholly Owned Subsidiaries, and which has outstanding no options, warrants, rights or other securities entitling the holder thereof (other than the Company or a Wholly Owned Subsidiary) to acquire shares of capital stock of such corporation.

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“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

10C. Accounting and Legal Principles, Terms and Determinations.

(a) All references in this Agreement to “GAAP” shall mean generally accepted accounting principles, as in effect in the United States from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Company delivered pursuant to paragraph 5A(ii); provided, that if the Company notified the holders of Notes that the Company wishes to amend any covenant in paragraph 6A or 6B to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Required Holders notify the Company that the Required Holders wish to amend paragraph 6A or 6B or such purpose), then the Company and the holders of the Notes shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Holders. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraph 5A(i) or (ii) or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced.

(b) Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Obligor or any Subsidiary of any Obligor at “fair value”, as defined therein and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such leases shall continue to be treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective.

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(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in paragraphs 6A and 6B (including for purposes of any transaction that by the terms of this Agreement requires that any financial covenant contained in paragraphs 6A and 6B be calculated on a [pro forma basis]Pro Forma Basis) shall be made on a [pro forma basis]Pro Forma Basis with respect to (i) sales, leases, transfers and/or involuntary dispositions of property in any period of twelve months with an aggregate fair market value in excess of $15,000,000, (ii) any Acquisition, (iii) any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment under, and as defined in the SunTrust Agreement and (iv) any payment of a Restricted Payment occurring during such period[, assuming, in each case, that each such transaction specified in clauses (i) through (iv) above occurred on the first day of the period for which such financial covenants are being tested].

11. MISCELLANEOUS.

11A. Note Payments. So long as any Purchaser shall hold any Note, the Obligors will make payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City time, on the date due) to such Purchaser’s account or accounts as specified in the Purchaser Schedule attached hereto, or such other account or accounts in the United States as such Purchaser may designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Obligors agree to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

11B. Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Obligors shall pay, and save each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket expenses arising in connection with such transactions, including:

(i) (A) all stamp and documentary taxes and similar charges, (B) costs of obtaining a private placement number from S&P for the Notes and (C) fees and expenses of brokers, agents, dealers, investment banks or other intermediaries or placement agents, in each case as a result of the execution and delivery of this Agreement or the issuance of the Notes;

(ii) document production and duplication charges and the reasonable fees and expenses of any special counsel engaged by such Purchaser or such Transferee in connection with (A) this Agreement and the transactions contemplated hereby, (B) the execution and delivery of any Joinder Agreement by an Additional Obligor, and (C) any subsequent proposed waiver, amendment or modification of, or proposed consent under, this Agreement, whether or not such the proposed action shall be effected or granted;

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(iii) the costs and expenses, including reasonable attorneys’ and financial advisory fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of your or such Transferee’s having acquired any Note, including without limitation costs and expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case; and

(iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Obligors.

The obligations of the Obligors under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.

11C. Consent to Amendments. This Agreement may be amended, and the Obligors may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Obligors shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Obligors and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $1,000,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Obligors shall, at their expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder’s attorney duly authorized in writing. Any Note or Notes issued in exchange for any

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Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Obligors will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

11E. Persons Deemed Owners; Participations. Prior to due presentment for registration of transfer, the Obligors may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Obligors shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant participations in such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion.

11F. Survival of Representations and Warranties; Entire Agreement. All representations and warranties contained herein or made in writing by or on behalf of the Obligors in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by a Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

11G. Successors and Assigns. All covenants and other agreements in this Agreement contained by or on behalf of either of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

11H. Confidential Information. For the purposes of this paragraph 11H, “Confidential Information” means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under paragraph 5A that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your

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directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this paragraph 11H, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 11H), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 11H), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this paragraph 11H as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this paragraph 11H.

11I. Notices. All written communications provided for hereunder shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to a Purchaser, addressed to it at the address specified for such communications in the Purchaser Schedule attached hereto, or at such other address as such Purchaser shall have specified to the Company in writing, (ii) if to any other holder of any Note, addressed to such other holder at such address as such other holder shall have specified to the Company in writing or, if any such other holder shall not have so specified an address to the Company, then addressed to such other holder in care of the last holder of such Note which shall have so specified an address to the Company, and (iii) if to the Obligors, addressed to them at:

The Company:

[1100 Aaron Building]

[309 East Paces Ferry Road, NE]

400 Galleria Parkway SE, Suite 300

Atlanta, GA [30305-2377] 30339

[Attention: Gilbert L. Danielson]

Attn: Chief Financial Officer

Telecopy [No. 404.240.6520]Number: (855) 778-8565

AIC:

Aaron Investment Company

[Two Greenville Crossing]

[4005 Kennett Pike, Suite 220]

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[Greenville, Delaware 19807]

[Attention: Marianne Stearns and Linda Jones]

[Telecopy No.: 302.655.5209]

[With a copy to:]

[Aaron Investment Company]

[1100 Aaron Building]

[309 East Paces Ferry Road, NE]

400 Galleria Parkway SE, Suite 300

Atlanta, GA [30305-2377] 30339

[Attention: Gilbert L. Danielson]

Attn: Chief Financial Officer

Telecopy [No.: 404.240.6520]Number: (855)-778-8565

or at such other address as the Obligors shall have specified to the holder of each Note in writing; provided, however, that any such communication to the Obligors may also, at the option of the holder of any Note, be delivered by any other means either to the Obligors at the addresses specified above or to any officer of the Obligors.

11J. Payments due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day. If the date for any payment is extended to the next succeeding Business Day by reason of the preceding sentence, the period of such extension shall not be included in the computation of the interest payable on such Business Day.

11K. Satisfaction Requirement. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

11L. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York.

11M. Consent to Jurisdiction; Waiver of Immunities. The Obligors hereby irrevocably submit to the jurisdiction of any New York state or Federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, and the Obligors hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in New York state or Federal court. The Obligors hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Obligors agree and irrevocably consent to the service of any and all process in any such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to CT Corporation System at 1633 Broadway, New York, New York 10019. The Obligors agree that a

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final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph 11M shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Obligors or their property in the courts of any other jurisdiction. To the extent that the Obligors have or hereafter may acquire immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property, the Obligors hereby irrevocably waive such immunity in respect of its obligations under this agreement.

11N. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11O. Descriptive Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

11P. Counterparts. This Agreement may be executed in any number of counterparts (or counterpart signature pages), each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of a facsimile or electronic transmission of an executed signature page shall be effective as delivery of an original.

11Q. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not (i) avoid the occurrence of an Event of Default or Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holders to prohibit (through equitable action or otherwise) the taking of any action by the Company or a Subsidiary which would result in an Event of Default or Default.

11R. WAIVER OF JURY TRIAL. THE OBLIGORS AND THE HOLDERS OF THE NOTES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE HOLDERS OF THE NOTES AND THE OBLIGORS EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING

60

INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE HOLDERS OF THE NOTES AND THE OBLIGORS FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11S. Severalty of Obligations. The sales of Notes to the Purchasers are to be several sales, and the obligations of the Purchasers under this Agreement are several obligations. Except as provided in paragraph 3E, no failure by any Purchaser to perform its obligations under this Agreement shall relieve any other Purchaser or any Obligor of any of its obligations hereunder, and no Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other Purchaser hereunder.

11T. Independent Investigation. Each Purchaser has made its own independent investigation of the condition (financial and otherwise), prospects and affairs of the Obligors in connection with its purchase of the Notes hereunder and has made and shall continue to make its own appraisal of the creditworthiness of the Obligors. No holder of Notes shall have any duty or responsibility to any other holder of Notes, either initially or on a continuing basis, to make any such investigation or appraisal or to provide any credit or other information with respect thereto. No holder of Notes is acting as agent or in any other fiduciary capacity on behalf of any other holder of Notes.

11U. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

[Remainder of page intentionally left blank. Next page is signature page.]

61

Please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the Obligors, whereupon this letter shall become a binding agreement between the Obligors and each Purchaser.

Very truly yours,
AARON’S, INC.
By:
Name:	Gilbert L. Danielson
Title:	Executive Vice President
	and Chief Financial Officer
AARON INVESTMENT COMPANY
By:
Name:	Gilbert L. Danielson
Title:	Vice President and Treasurer

The foregoing Agreement is hereby accepted

as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY

OF AMERICA

By: 

Name:
Title:	Vice President

PRUDENTIAL RETIREMENT INSURANCE AND

ANNUITY COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

By:

Name:
Title:	Vice President

THE PRUDENTIAL LIFE INSURANCE

COMPANY, LTD.

By:	Prudential Investment Management (Japan), Inc., as Investment Manager
By:	Prudential Investment Management, Inc., as Sub-Adviser

By:

Name:
Title:	Vice President

ZURICH AMERICAN INSURANCE COMPANY

By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:

Name:
Title:	Vice President

FORETHOUGHT LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By: 

Name:
Title:	Vice President

SCHEDULE A

PURCHASER SCHEDULE

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in Which to Register Note(s)	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Registration number(s); principal amount(s)	R-1; $[52,530,000]40,790,000 R-2; $3,470,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-021]Number: 091000022 Account Name: Paying Agent DDA – Aaron’s, Inc. [Prudential Managed Portfolio] Account [No.: P86188 (do not include spaces)]Number: 104791306624 [Each such wire transfer shall set forth the “Accompanying Information” below]FFC: 184031-700
Accompanying information	Name of Company: AARON’S, INC. AARON INVESTMENT COMPANY AARON’S LOGISTICS, LLC AARON’S PROGRESSIVE HOLDING COMPANY WOODHAVEN FURNITURE INDUSTRIES, LLC PROGRESSIVE FINANCE HOLDINGS, LLC PROG LEASING, LLC NPRTO ARIZONA, LLC NPRTO CALIFORNIA, LLC NPRTO FLORIDA, LLC NPRTO GEORGIA, LLC NPRTO ILLINOIS, LLC NPRTO MICHIGAN, LLC NPRTO NEW YORK, LLC NPRTO OHIO, LLC NPRTO TEXAS, LLC NPRTO MID-WEST, LLC NPRTO NORTH-EAST, LLC

Schedule A-1

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	NPRTO SOUTH-EAST, LLC NPRTO WEST, LLC APPROVE.ME LLC AM2 ENTERPRISES, LLC Description of   Security:                [3.75%]Second Amended and Restated Senior Note due April 27, 2018 PPN: [00256@] 00258# AA[7]3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	The Prudential Insurance Company of America c/o [Investment Operations Group]PGIM, Inc. Prudential Tower 655 Broad Street [Gateway Center Two, 10]14th Floor - South Tower [100 Mulberry Street] Newark, NJ 07102[-4077] [Attn: Manager, Billings and Collections] Attention: PIM Private Accounting Processing Team [with telephonic prepayment notices to:] [Manager, Trade Management Group] [Tel: 973-367-3141] [Fax: 888-889-3832]Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address for all other notices	The Prudential Insurance Company of America c/o Prudential Capital Group [1170]1075 Peachtree Street, Suite [500]3600 Atlanta, GA 30309 [Attn]Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re Delivery of Notes	[Prudential Capital Group]Send physical security by nationwide overnight delivery service to: [1170 Peachtree] PGIM, Inc. 655 Broad Street[, Suite 500] [Atlanta, GA 30309] 14th Floor - South Tower Newark, NJ 07102 [Attn] Attention: Michael [R. Fierro, Esq.]Iacono - Trade Management manager [Telephone: 404-870-3753]cc: michael.fierro@prudential.com

Schedule A-2

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Signature Block	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:                                                                       Name: Title:     Vice President
Tax identification number	22-1211670

Schedule A-3

Purchaser Name	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Name in Which to Register Note(s)	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Registration number(s); principal amount(s)	R-[2]3; $46,400,000 R-4; $3,600,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-021]Number: 091000022 Account Name: Paying Agent DDA – Aaron’s, Inc. [PRIAC] Account [No.: P86329 (do not include spaces)]Number: 104791306624 [Each such wire transfer shall set forth the “Accompanying Information” below]FFC: 184031-700
Accompanying information	Nameof Company: AARON’S, INC. AARON INVESTMENT COMPANY AARON’S LOGISTICS, LLC AARON’S PROGRESSIVE HOLDING COMPANY WOODHAVEN FURNITURE INDUSTRIES, LLC PROGRESSIVE FINANCE HOLDINGS, LLC PROG LEASING, LLC NPRTO ARIZONA, LLC NPRTO CALIFORNIA, LLC NPRTO FLORIDA, LLC NPRTO GEORGIA, LLC NPRTO ILLINOIS, LLC NPRTO MICHIGAN, LLC NPRTO NEW YORK, LLC NPRTO OHIO, LLC NPRTO TEXAS, LLC NPRTO MID-WEST, LLC NPRTO NORTH-EAST, LLC NPRTO SOUTH-EAST, LLC NPRTO WEST, LLC APPROVE.ME LLC AM2 ENTERPRISES, LLC

Schedule A-4

Purchaser Name	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	Description of   Security:                 [3.75%]Second Amended and Restated Senior Note due April 27, 2018 PPN: [00256@] 00258# AA[7]3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	Prudential Retirement Insurance and Annuity Company c/o PGIM, Inc. Prudential [Investment Management, Inc.]Tower [Private Placement Trade Management] [PRIAC Administration] 655 Broad Street [Gateway Center Four, 7]14th Floor - South Tower [100 Mulberry Street] Newark, NJ 07102 [Tel: 973-802-8107] Attention: PIM Private Accounting Processing Team [Fax: 888-889-3832]Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address for all other notices	Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group [1170]1075 Peachtree Street, Suite [500]3600 Atlanta, GA 30309 [Attn]Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re Delivery of Notes	[Prudential Capital Group]Send physical security by nationwide overnight delivery service to: [1170 Peachtree] PGIM, Inc. 655 Broad Street[, Suite 500] [Atlanta, GA 30309] 14th Floor - South Tower Newark, NJ 07102 [Attn]Attention: Michael [R. Fierro, Esq.]Iacono - Trade Management manager [Telephone: 404-870-3753]cc: michael.fierro@prudential.com

Schedule A-5

Purchaser Name	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Signature Block	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By:         [Prudential Investment Management]PGIM, Inc., as investment manager By:                                                     [___________] [Name:] [ Title:] Vice President
Tax identification number	06-1050034

Schedule A-6

Purchaser Name	THE PRUDENTIAL [RETIREMENT]LIFE INSURANCE [AND ANNUITY ]COMPANY, LTD.
Name in Which to Register Note(s)	THE PRUDENTIAL [RETIREMENT]LIFE INSURANCE [AND ANNUITY ]COMPANY, LTD.
Registration number(s); principal amount(s)	R-[3]5; $[3,600,000]10,000,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-021]Number: 091000022 Account Name: [ PRIAC – SA – Principal Preservation – Privates]Paying Agent DDA – Aaron’s, Inc. Account [No.: P86345 (do not include spaces)]Number: 104791306624 [Each such wire transfer shall set forth the “Accompanying Information” below]FFC: 184031-700
Accompanying information	Name of Company: AARON’S, INC. AARON INVESTMENT COMPANY AARON’S LOGISTICS, LLC AARON’S PROGRESSIVE HOLDING COMPANY WOODHAVEN FURNITURE INDUSTRIES, LLC PROGRESSIVE FINANCE HOLDINGS, LLC PROG LEASING, LLC NPRTO ARIZONA, LLC NPRTO CALIFORNIA, LLC NPRTO FLORIDA, LLC NPRTO GEORGIA, LLC NPRTO ILLINOIS, LLC NPRTO MICHIGAN, LLC NPRTO NEW YORK, LLC NPRTO OHIO, LLC NPRTO TEXAS, LLC NPRTO MID-WEST, LLC NPRTO NORTH-EAST, LLC NPRTO SOUTH-EAST, LLC NPRTO WEST, LLC APPROVE.ME LLC AM2 ENTERPRISES, LLC

Schedule A-7

	Description of   Security:                 [3.75%]Second Amended and Restated Senior Note due April 27, 2018 PPN: [00256@] 00258# AA[7]3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	The Prudential [Retirement]Life Insurance [and Annuity ]Company, Ltd. [c/o Prudential] 2-13-10, Nagatacho Chiyoda-ku, Tokyo 100-0014, Japan Attention: Kazuhito Ashizawa, Team Leader of Investment[ Management, Inc.] [Private Placement Trade Management] [PRIAC ] Administration [Gateway Center Four, 7th Floor] [100 Mulberry Street] [Newark, NJ 07102] Team E-mail: kazuhito.ashizawa@prudential.co.jp [Tel: 973-802-8107] and e-mail copy to: Attention: Kohei Imamura, Manager of Investment Administration Team [Fax: 888-889-3832]E-mail: kohei.imamura@prudential.co.jp
Address for all other notices	Prudential [Retirement Insurance and Annuity Company]Private Placement Investors, L.P. c/o Prudential Capital Group [1170]1075 Peachtree Street, Suite [500]3600 Atlanta, GA 30309 [Attn]Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re Delivery of Notes	[Prudential Capital Group]Send physical security by nationwide overnight delivery service to: [1170 Peachtree] PGIM, Inc. 655 Broad Street[, Suite 500] [Atlanta, GA 30309] 14th Floor - South Tower Newark, NJ 07102 [Attn]Attention: Michael [R. Fierro, Esq.]Iacono - Trade Management manager [Telephone: 404-870-3753]cc: michael.fierro@prudential.com

Schedule A-8

Signature Block	THE PRUDENTIAL [RETIREMENT]LIFE INSURANCE [AND ANNUITY] COMPANY, LTD.
	By:   Prudential Investment Management Japan Co., Ltd., as Investment Manager PGIM, Inc., as [investment manager]Sub-Adviser By:[_____]                                                                   [Name:] [ Title:] Vice President
Tax identification number	[06]98 -   [1050034]0433392

Schedule A-9

[Purchaser Name]	[THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.]
[Name in Which to Register Note(s)]	[THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.]
[Registration number(s); principal amount(s)]	[R-4; $10,000,000]
[Payment on account of Note] [Method] [Account information]	[Federal Funds Wire Transfer] [All principal, interest and Yield-Maintenance Amount payments shall be made by wire transfer of immediately available funds for credit to: ] [JPMorgan Chase Bank] [New York, NY] [ABA No.: 021-000-021] [Account No.: P86291 (do not include spaces)] [Account Name: The Prudential Life Insurance Company, Ltd.] [All payments, other than principal, interest or Yield-Maintenance Amount shall be made by wire transfer of immediately available funds for credit to:] [JPMorgan Chase Bank] [New York, NY] [ABA No. 021-000-021] [Account No. 304199036] [Account Name: Prudential International Insurance Service Co.] [Each such wire transfer shall set forth the “Accompanying Information” below]
[Accompanying information]	[Name of Company: AARON’S, INC.] [ AARON INVESTMENT COMPANY] [Description of] [Security: 3.75% Senior Note due April 27, 2018] [PPN: 00256@ AA7] [Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.]
[Address / Fax # for notices related to payments]	[The Prudential Life Insurance Company, Ltd.] [2-13-10, Nagatacho] [Chiyoda-ku, Tokyo 100-0014, Japan] [Telephone: 81-3-5501-5190] [Facsimile: 81-3-5501-5037] [Attention: Osamu Egi, Team Leader of the Financial Reporting Team] [Email: osamu.egi@prudential.com]
[Address for all other notices]	[Prudential Private Placement Investors, L.P.] [c/o Prudential Capital Group] [Prudential Capital Group] [1170 Peachtree Street, Suite 500] [Atlanta, GA 30309] [Attn: Managing Director]

Schedule A-10

[Instructions re Delivery of Notes]	[Prudential Capital Group] [1170 Peachtree Street, Suite 500] [Atlanta, GA 30309] [Attn: Michael R. Fierro, Esq.] [Telephone: 404-870-3753]
[Signature Block]	[THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.] [By:Prudential Investment Management(Japan),] [Inc., as Investment Manager] [By:Prudential Investment Management, Inc.,] [ as Sub-Adviser] [By:] [Name:] [Title:Vice President]
[Tax identification number]	[98-0433392]

Schedule A-11

Purchaser Name	ZURICH AMERICAN INSURANCE COMPANY
Name in Which to Register Note(s)	HARE & CO., LLC
Registration number(s); principal amount(s)	R-[5]6; $9,000,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer [Hare & Co.] [c/o The Bank of New York] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-018]Number: 091000022 [BNF: IOC566] [Attn: William Cashman] [Ref: ZAIC Private Placements #399141] Account Name: Paying Agent DDA – Aaron’s, Inc. Account Number: 104791306624 [Each such wire transfer shall set forth the “Accompanying Information” below]FFC: 184031-700
Accompanying information	Name of Company: AARON’S, INC. AARON INVESTMENT COMPANY AARON’S LOGISTICS, LLC AARON’S PROGRESSIVE HOLDING COMPANY WOODHAVEN FURNITURE INDUSTRIES, LLC PROGRESSIVE FINANCE HOLDINGS, LLC PROG LEASING, LLC NPRTO ARIZONA, LLC NPRTO CALIFORNIA, LLC NPRTO FLORIDA, LLC NPRTO GEORGIA, LLC NPRTO ILLINOIS, LLC NPRTO MICHIGAN, LLC NPRTO NEW YORK, LLC NPRTO OHIO, LLC NPRTO TEXAS, LLC NPRTO MID-WEST, LLC NPRTO NORTH-EAST, LLC NPRTO SOUTH-EAST, LLC NPRTO WEST, LLC APPROVE.ME LLC AM2 ENTERPRISES, LLC

Schedule A-12

Purchaser Name	ZURICH AMERICAN INSURANCE COMPANY
	Description of   Security:                 [3.75%]Second Amended and Restated  Senior Note due April 27, 2018 [00256@] 00258# AA[7]3     Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	Zurich North America Attn: Treasury [T1-19]3rd Flr West Bar [1400 American Lane] 1299 Zurich Way Schaumburg, IL 60196[-1056] Contact: [Mary Fran Callahan, Vice President-Treasurer] [Telephone: (847) 605-6447] [Facsimile: (847) 605-7895] [E-mail: mary.callahan]usz.fa.treasury@zurichna.com
Address for all other notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group [1170]1075 Peachtree Street, Suite [500]3600 Atlanta, GA 30309 Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re Delivery of Notes	[(a) ]Send physical security by nationwide overnight delivery service to: The Depository Trust Company 570 Washington Blvd - 5th floor Jersey City, NJ 07310 [Bank of New York] [Window A] [One Wall Street, 3rd Floor] [New York, NY 10286] Attention: BNY Mellon/Branch Deposit Department Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Zurich American Insurance Co.-Private Placements; Account Number: 399141)[.] [(b) Send copy by nationwide overnight delivery service to:]cc: michael.fierro@prudential.com and Private.Disbursements@Prudential.com [Prudential Capital Group] [Gateway Center 4]

Schedule A-13

Purchaser Name	ZURICH AMERICAN INSURANCE COMPANY
	[100 Mulberry, 7th Floor] [Newark, NJ 07102] [Attention: Trade Management, Manager] [ Telephone: (973) 367-3141]
Signature Block	ZURICH AMERICAN INSURANCE COMPANY By:      Prudential Private Placement Investors, L.P. (as Investment Advisor) By:      Prudential Private Placement Investors, Inc. (as its General Partner) By:                                                                             [Name: ] [ Title:] Vice President
Tax identification number	[13]36-[6062916] 4233459

Schedule A-14

[

Schedule A-15

[]Purchaser Name	[FORETHOUGHT]THE GIBRALTAR LIFE INSURANCE [COMPANY]CO., LTD.
Name in Which to Register Note(s)	[FORETHOUGHT]THE GIBRALTAR LIFE INSURANCE [COMPANY]CO., LTD.
Registration number(s); principal amount(s)	R-[6]7; $[3,470,000]2,060,000 R-8; $9,680,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer [State Street Bank] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [# 01100-0028]Number: 091000022 [DDA ] Account Name: Paying Agent DDA – Aaron’s, Inc. Account [# 24564783] [For Further Credit:] [Forethought Life Insurance Company] [Fund # 3N1H ] Number: 104791306624 [Each such wire transfer shall set forth the “Accompanying Information” below]FFC: 184031-700
Accompanying information	Name of Company: AARON’S, INC. AARON INVESTMENT COMPANY AARON’S LOGISTICS, LLC AARON’S PROGRESSIVE HOLDING COMPANY WOODHAVEN FURNITURE INDUSTRIES, LLC PROGRESSIVE FINANCE HOLDINGS, LLC PROG LEASING, LLC NPRTO ARIZONA, LLC NPRTO CALIFORNIA, LLC NPRTO FLORIDA, LLC NPRTO GEORGIA, LLC NPRTO ILLINOIS, LLC NPRTO MICHIGAN, LLC NPRTO NEW YORK, LLC NPRTO OHIO, LLC NPRTO TEXAS, LLC NPRTO MID-WEST, LLC NPRTO NORTH-EAST, LLC NPRTO SOUTH-EAST, LLC NPRTO WEST, LLC APPROVE.ME LLC AM2 ENTERPRISES, LLC

Schedule A-16

[]Purchaser Name	[FORETHOUGHT]THE GIBRALTAR LIFE INSURANCE [COMPANY]CO., LTD.
	Description of   Security:                 [3.75%]Second Amended and Restated Senior Note due April 27, 2018 PPN: [00256@] 00258# AA[7]3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	[Forethought]The Gibraltar Life Insurance [Company]Co., Ltd. [Attn: Russell L. Jackson] [300 North Meridian, Suite 1800] [Indianapolis, IN 46204] [Phone: 317-223-2749] [Email: russell.jackson@forethought.com] [with copy to:] 2-13-10, Nagata-cho Chiyoda-ku, Tokyo 100-8953, Japan Attention: Osamu Egi, Team Leader of Investment                  Administration Team E-mail: osamu.egi@gib-life.co.jp [State Street Bank] [Attn: Deb Hartner] [801 Pennsylvania] [Kansas City, MO 64105] [Phone: 816-871-9218] and e-mail copy to: Attention: Tetsuya Sawazaki, Manager of Investment                  Administration Team [Email: DSHartner@statestreet.com] E-mail: tetsuya.sawazaki@gib-life.co.jp
Address for all other notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group [1170]1075 Peachtree Street, Suite [500]3600 Atlanta, GA 30309 Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re Delivery of Notes	[(a) ]Send physical security by nationwide overnight delivery service to: [DTC / New York Window] PGIM, Inc. [55 Water]655 Broad Street

Schedule A-17

[]Purchaser Name	[FORETHOUGHT]THE  GIBRALTAR LIFE INSURANCE [COMPANY]CO., LTD.
	[New York, NY 10041] [Attention: Robert Mendez] [Re: SSB Fund # 3N1H.] [(b) Send copy by nationwide overnight delivery service to:] [Prudential Capital Group] [Gateway Center 4] [100 Mulberry, 7]14th Floor - South Tower Newark, NJ 07102 Attention: Michael Iacono - Trade Management[, Manager] manager [Telephone: (973) 367-3141] [and] [Forethought Life Insurance Company] [Attn: Eric Todd] [300 North Meridian] [Suite 1800] [Indianapolis, IN 46204]cc: michael.fierro@prudential.com
Signature Block	[FORETHOUGHT]THE GIBRALTAR LIFE INSURANCE [COMPANY]CO., LTD. By:         Prudential [Private Placement Investors,]Investment Management Japan [L]Co .[P], Ltd.,[(]as Investment [Advisor)]Manager By:         [Prudential Private Placement Investors, Inc.]PGIM, Inc., [(as its General Partner)] as Sub-Adviser By:                                                                           [Name:] [Title:]         Vice President
Tax identification number	[06]98-[1016329] 0408643

Schedule A-18

SCHEDULE 3F

CHANGES IN CORPORATE STRUCTURE

The merger of Merger Sub into Progressive Finance, with Progressive Finance being the survivor thereof on April 14, 2014 in accordance with the 2014 Acquisition Documents.

Schedule 3F

SCHEDULE 5O

PROGRESSIVE FINANCE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
[Pango LLC]	[Utah]
Prog [Finance]Leasing, LLC	Delaware
[Prog Finance]NPRTO Arizona, LLC	Utah
[Prog Finance]NPRTO California, LLC	Utah
[Prog Finance]NPRTO Florida, LLC	Utah
[Prog Finance]NPRTO Georgia, LLC	Utah
[Prog Finance]NPRTO Illinois, LLC	Utah
[Prog Finance]NPRTO Michigan, LLC	Utah
[Prog Finance]NPRTO New York, LLC	Utah
[Prog Finance]NPRTO Ohio, LLC	Utah
[Prog Finance]NPRTO Texas, LLC	Utah
[Prog Finance]NPRTO Mid-West, LLC	Utah
[Prog Finance]NPRTO North-East, LLC	Utah
[Prog Finance]NPRTO South-East, LLC	Utah
[Prog Finance]NPRTO West, LLC	Utah
[NPRTO Arizona, LLC]	[Utah]
[NPRTO California, LLC]	[Utah]
[NPRTO Florida, LLC]	[Utah]
[NPRTO Georgia, LLC]	[Utah]
[NPRTO Illinois, LLC]	[Utah]
[NPRTO Michigan, LLC]	[Utah]
[NPRTO New York, LLC]	[Utah]
[NPRTO Ohio, LLC]	[Utah]
[NPRTO Texas, LLC]	[Utah]
[NPRTO Mid-West, LLC]	[Utah]
[NPRTO North-East, LLC]	[Utah]
[NPRTO South-East, LLC]	[Utah]
[NPRTO West, LLC]	[Utah]

* Note: Amended to reflect removal of Inactive Subsidiaries of Progressive Finance referenced in Schedule 10 below

Schedule 5O

SCHEDULE 6C

EXISTING INDEBTEDNESS

[As of April 14, 2014]

[1. The Company has $3,250,000 of outstanding Indebtedness incurred under that certain Loan Agreement by and among Fort Bend Industrial Development Corporation and Aaron Rents, Inc., dated on or about October 1, 2000.]

[2. Current Outstanding Capital Lease Obligations in the amount of $13,846,776]

[3. Indebtedness in an amount up to $75,000,000 under the MetLife NPA]

[4. Indebtedness in an amount up to $225,000,000 under the 2014 Prudential NPA]

None.

Schedule 6C

SCHEDULE 6D

EXISTING LIENS

None[; except for any Liens securing the Capitalized Lease Obligations described on Schedule 6C so long as such Liens do not extent to any asset other than the leased property relating to such Capital Lease and any proceeds thereof].

Schedule 6D

SCHEDULE 6G

EXISTING INVESTMENTS

[1. ]1. Investment in Perfect Home Holdings Limited having a cost basis of approximately $21.3 million at March 31, 2014.

[2. Investments in corporate bonds having a cost basis of approximately $87.0 million at March 31, 2014.]

[3.]2. Investments in Subsidiaries existing as of [April 14, 2014]the Seventh Amendment Effective Date as set forth below:

[Legal Name of Entity]	[Jurisdiction of Organization]	[Ownership]
[Aaron’s Production Company ]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Investment Company]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[99 LTO, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Logistics, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Procurement Company, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Strategic Services, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Foundation, Inc.*]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Rents Canada, ULC*]	[Canada]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Rents, Inc. Puerto Rico*]	[Puerto Rico]	[100% of the equity is owned by Aaron’s, Inc.]
[Virtual Acquisition Company, LLC**]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]

[

Schedule 6G

]

[SUBSIDIARIES ACQUIRED ON THE CONSUMMATION OF THE 2014 ACQUISITION]

[SP GE VIII-B Progressive Blocker Corp.*]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[SP SD IV-B Progressive Blocker Corp.*]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[Progressive Finance Holdings, LLC]	[Delaware]	[100% of the equity will be owned by one or more of Blocker Corporations, Aaron’s, Inc. or another Obligor]
[Pango LLC]	[Utah]	[100% of the equity is owned by Progressive Finance Holdings, LLC]
[Prog Finance, LLC]	[Delaware]	[100% of the equity is owned by Progressive Finance Holdings, LLC]
[Prog Finance Arizona, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance California, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Florida, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Georgia, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Illinois, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Michigan, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance New York, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Ohio, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Texas, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Mid-West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance North-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance South-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Arizona, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO California, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]

Schedule 6G

[NPRTO Florida, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Georgia, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Illinois, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Michigan, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO New York, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Ohio, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Texas, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Mid-West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO North-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO South-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]

Legal Name of Entity	Jurisdiction of Organization	Status	Ownership
Aaron Investment Company	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
99LTO, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Logistics, LLC	Georgia	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Procurement Company, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Strategic Services, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron Rents Canada, ULC	Canada	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Progressive Holding Company	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Progressive Finance Holdings, LLC	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Woodhaven Furniture Industries, LLC	Georgia	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Pango LLC	Utah	Inactive	100% of the equity is owned by Progressive Finance Holdings, LLC
Prog Leasing, LLC	Delaware	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC

Schedule 6G

Prog Finance Arizona, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance California, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Florida, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Georgia, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Illinois, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Michigan, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance New York, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Ohio, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Texas, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Mid-West, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance North-East, LLC	Utah	Inactive	100% of the equity is owned by Prog Finance, LLC
Prog Finance South-East, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance West, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
NPRTO Arizona, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO California, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Florida, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Georgia, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Illinois, LLC	Utah	Guarantor	100% of the equity is owned by Prog Finance, LLC
NPRTO Michigan, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO New York, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Ohio, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Texas, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Mid-West, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO North-East, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO South-East, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO West, LLC	Utah	Guarantor	100% of the equity is owned by Prog Finance, LLC

Schedule 6G

Approve.Me LLC	Utah	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC
AM2 Enterprises, LLC	Utah	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC
Dent-A-Med, Inc.	Oklahoma	*(See Note Below)	100% of the equity is owned by Progressive Finance Holdings, LLC
HC Recovery, Inc.	Oklahoma	*(See Note Below)	100% of the equity is owned by Progressive Finance Holdings, LLC

* [Not an Obligor ]Note: Dent-A-Med, Inc. and HC Recovery, Inc. are not Additional Obligors as of the Seventh Amendment Effective Date but are required to become Additional Obligors thereafter in accordance with the terms of this Note Purchase Agreement.

[**Will merge out of existence on April 14, 2014]

Schedule 6G

SCHEDULE 8G

RESTRICTIONS ON INDEBTEDNESS

Restrictions on incurring additional Indebtedness are contained in documents associated with the following existing agreements and documents:

1. The SunTrust Agreement

2. The SunTrust Loan Facility Agreement

3. The MetLife NPA

4. The 2014 Prudential NPA

Schedule 8G

SCHEDULE 8I

USE OF PROCEEDS

The proceeds from the sale of the Notes will be used by the Company for general corporate purposes and to repurchase stock of the Company from time to time.

Schedule 8I

SCHEDULE 10

INACTIVE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
99LTO, LLC	Georgia
Aaron’s Procurement Company, LLC	Georgia
Aaron’s Strategic Services, LLC	Georgia
Aaron’s Canada, ULC	Canada
Pango LLC	Utah
Prog Finance Arizona, LLC	Utah
Prog Finance California, LLC	Utah
Prog Finance Florida, LLC	Utah
Prog Finance Georgia, LLC	Utah
Prog Finance Illinois, LLC	Utah
Prog Finance Michigan, LLC	Utah
Prog Finance New York, LLC	Utah
Prog Finance Ohio, LLC	Utah
Prog Finance Texas, LLC	Utah
Prog Finance Mid-West, LLC	Utah
Prog Finance North-East, LLC	Utah
Prog Finance South-East, LLC	Utah
Prog Finance West, LLC	Utah
DAMI, LLC	Oklahoma

[Exhibit A][30] Schedule 10

EXHIBIT A

EXHIBIT A

[FORM OF NOTE]

AARON’S, INC.

AARON INVESTMENT COMPANY

[AARON’S PRODUCTION COMPANY]

[99LTO, LLC]

AARON’S LOGISTICS, LLC

AARON’S [PROCUREMENT]PROGRESSIVE HOLDING COMPANY

WOODHAVEN FURNITURE INDUSTRIES, LLC

[AARON’S STRATEGIC SERVICES, LLC]PROGRESSIVE FINANCE HOLDINGS, LLC

PROG LEASING, LLC

NPRTO ARIZONA, LLC

NPRTO CALIFORNIA, LLC

NPRTO FLORIDA, LLC

NPRTO GEORGIA, LLC

NPRTO ILLINOIS, LLC

NPRTO MICHIGAN, LLC

NPRTO NEW YORK, LLC

NPRTO OHIO, LLC

NPRTO TEXAS, LLC

NPRTO MID-WEST, LLC

NPRTO NORTH-EAST, LLC

NPRTO SOUTH-EAST, LLC

NPRTO WEST, LLC

APPROVE.ME LLC

AM2 ENTERPRISES, LLC

SECOND AMENDED AND RESTATED SENIOR NOTE DUE APRIL 27, 2018

No. R-[[_]_]	[Date]
$[            []]	PPN: 00258# AA3[[                ]]

FOR VALUE RECEIVED, the undersigned, AARON’S, INC. (together with its successors, herein called the “Company”), a corporation organized and existing under the laws of the State of Georgia,[ and] AARON INVESTMENT COMPANY, a corporation organized and existing under the laws of Delaware (together with its successors, herein called “AIC”), [AARON’S PRODUCTION COMPANY, a corporation organized and existing under the laws of the State of Georgia (together with its successors, herein called “APC”), 99 LTO, LLC, a limited liability company organized and existing under the laws of the State of Georgia (together with its successors, herein called “99LTO”), ]AARON’S LOGISTICS, LLC, a limited liability company organized and existing under the laws of the State of Georgia (together with its successors, herein called “Logistics”), [AARON’S PROCUREMENT COMPANY, LLC, a limited liability company]PROGRESSIVE FINANCE HOLDINGS, LLC, a limited liability

company organized and existing under the laws of the State of Delaware (together with its successors, herein called “Progressive Finance”), PROG LEASING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its successors, herein called “Prog Leasing”), NPRTO ARIZONA, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Arizona”), NPRTO CALIFORNIA, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO California”), NPRTO FLORIDA, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Florida”), NPRTO GEORGIA, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Georgia”), NPRTO ILLINOIS, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Illinois”), NPRTO MICHIGAN, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Michigan”), NPRTO NEW YORK, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO New York”), NPRTO OHIO, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Ohio”), NPRTO TEXAS, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Texas”), NPRTO MID-WEST, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO Mid-West”), NPRTO NORTH-EAST, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO North-East”), NPRTO SOUTH-EAST, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO South-East”), NPRTO WEST, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “NPRTO West”), APPROVE.ME LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “Approve.Me”), AM2 ENTERPRISES, LLC, a limited liability company organized and existing under the laws of the State of Utah (together with its successors, herein called “AM2 Enterprises” and together with Prog Leasing, NPRTO Arizona, NPRTO California, NPRTO Florida, NPRTO Georgia, NPRTO Illinois, NPRTO Michigan, NPRTO New York, NPRTO Ohio, NPRTO Texas, NPRTO Mid-West, NPRTO North-East, NPRTO South-East, NPRTO West and Approve.Me, collectively, the “Progressive Finance Subs”), AARON’S PROGRESSIVE HOLDING COMPANY, a corporation organized and existing under the laws of [the State of Georgia]Delaware (together with its successors, herein called “[Procurement”), AARON’S STRATEGIC SERVICES]Aaron’s Progressive”), WOODHAVEN FURNITURE INDUSTRIES, LLC, a limited liability company organized and existing under the laws of the State of Georgia (together with its successors, herein called “[Strategic Services]Woodhaven” and together with the Company, AIC, [APC, 99LTO, Logistics and Procurement]Logistics, Progressive Finance, the Progressive Finance Subs, Aaron’s Progressive and each other Additional Obligor that from time to time executes a Joinder Agreement pursuant to paragraph 5H, 5N or 5O of the Note Purchase Agreement referenced

below, collectively, the “Obligors”), hereby promise to pay to [[]                         ], or registered assigns, the principal sum of [[]                         ] DOLLARS (or so much thereof as shall not have been prepaid) on April 27, 2018, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of[ (i) from the Date of Closing through and including April 27, 2014, 3.75% per annum, and (ii) on and after April 28, 2014,] 3.95% per annum, payable quarterly on the 27th day of January, April, July, and October in each year, commencing with the next such payment date succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) (i) to the extent permitted by law, on any overdue payment of interest and (ii) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 5.95% or (ii) 2.0% over the rate of interest publicly announced by the JPMorgan Chase Bank, N.A. [of New York] from time to time in New York City, New York as its “base” or “prime” rate.

Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of the JPMorgan Chase Bank[ of New York], N.A. in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Second Amended and Restated Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated as of July 5, 2011 (as amended by that certain Amendment No. 1 to Note Purchase Agreement dated as of December 19, 2012, that certain Amendment No. 2 to Note Purchase Agreement dated as of October 8, [2013 and]2013, that certain Amendment No. 3 to Note Purchase Agreement dated as of April 14, [2014] 2014, that certain Amendment No. 4 to Note Purchase Agreement dated as of December 9, 2014, that certain Amendment No. 5 to Note Purchase Agreement dated as of September 21, 2015, that certain Amendment No. 6 to Note Purchase Agreement dated as of June 30, 2016 and that certain Amendment No. 7 to Note Purchase Agreement dated as of September 18, 2017 and as may be further amended, restated, supplemented or otherwise modified from time to time, herein called the “Note Purchase Agreement”), among the Obligors and the[ original] purchasers of the Notes named in the Purchaser Schedule attached thereto and is entitled to the benefits thereof. Unless otherwise indicated, capitalized terms used in this Note shall have the meanings ascribed to such terms in the Note Purchase Agreement.

This Note amends and restates and is given in substitution for, but not in satisfaction of, that certain [3.75%]Amended and Restated Senior Note Due April 27, 2018 issued by certain of the Obligors in favor of [            ] in the original principal amount of $[             ].

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Obligors shall not be affected by any notice to the contrary.

The Obligors agree to make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement.

In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Note Purchase Agreement.[

]

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK.

AARON’S, INC.

By:                                                                          

Name: Steven A. Michaels

Title:	Chief Financial Officer and
	President of Strategic Operations

AARON INVESTMENT COMPANY

By:                                                                          

Name: Steven A. Michaels

Title: Vice President and Treasurer

[AARON’S PRODUCTION COMPANY]
[By:	]

[Name:]

[Title:]

[99LTO, LLC]

AARON’S LOGISTICS, LLC

[AARON’S PROCUREMENT COMPANY, LLC]

[AARON’S STRATEGIC SERVICES, LLC]

By: AARON’S, INC., as sole Manager
By:	[_]
Name: Steven A. Michaels
Title:   Chief Financial Officer and
	President of Strategic Operations
PROGRESSIVE FINANCE HOLDINGS, LLC
By:
Name: Steven A. Michaels
Title:   Vice President

NPRTO ARIZONA, LLC

NPRTO CALIFORNIA, LLC

NPRTO FLORIDA, LLC

NPRTO GEORGIA, LLC

NPRTO ILLINOIS, LLC

NPRTO MICHIGAN, LLC

NPRTO NEW YORK, LLC

NPRTO OHIO, LLC

NPRTO TEXAS, LLC

NPRTO MID-WEST, LLC

NPRTO NORTH-EAST, LLC

NPRTO SOUTH-EAST, LLC

NPRTO WEST, LLC

By:     PROG LEASING, LLC, Sole Manager

          By:                                                                           

          Name:

          Title:

PROG LEASING, LLC

APPROVE.ME LLC

AM2 ENTERPRISES, LLC

By:     PROGRESSIVE FINANCE HOLDINGS,

           LLC, Sole Manager

           By:                                                                      

           Name: Steven A. Michaels

           Title:   Vice President

AARON’S PROGRESSIVE HOLDING COMPANY

By:                                                                      

Name: Steven A. Michaels

Title:   President and Treasurer

WOODHAVEN FURNITURE INDUSTRIES, LLC

By:                                                                      

Name: Steven A. Michaels

Title: Vice President

Exhibit A-1

Annex 1

Information as to Noteholders

2017 New Note Number	Noteholder	Principal Amount of Notes
No. R-1	The Prudential Insurance Company of America	$	8,158,000
No. R-2	The Prudential Insurance Company of America	$	694,000
No. R-3	Prudential Retirement Insurance and Annuity Company	$	9,280,000
No. R-4	Prudential Retirement Insurance and Annuity Company	$	720,000
No. R-5	The Prudential Life Insurance Company, Ltd.	$	2,000,000
No. R-6	Zurich American Insurance Company (in the nominee name of Hare & Co., LLC)	$	1,800,000
No. R-7	The Gibraltar Life Insurance Co., Ltd.	$	412,000
No. R-8	The Gibraltar Life Insurance Co., Ltd.	$	1,936,000
	Total:	$	25,000,000

EX-10.4

Exhibit 10.4

Execution Version

AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of September 18, 2017, by and among (a) AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”, and together with the Company, collectively, the “Issuers”), and (b) each of the Persons holding one or more Notes (as defined below) on the Fourth Amendment Effective Date (as defined below) (collectively, the “Noteholders”), with respect to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015, and that certain Amendment No. 3 to Note Purchase Agreement, dated as of June 30, 2016 (as so amended and in effect immediately prior to giving effect to this Agreement, the “Current Note Purchase Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Issuers and each of the Noteholders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Current Note Purchase Agreement.

RECITALS:

A. The Issuers and Noteholders are parties to the Current Note Purchase Agreement, pursuant to which the Issuers issued and sold an aggregate principal amount of $225,000,000 of their 4.75% Series A Senior Notes due April 14, 2021 (the “Notes”) to the Noteholders;

B. The Noteholders are the holders of all outstanding Notes; and

C. The Issuers have requested, and the Noteholders have agreed to (i) certain amendments and modifications to the provisions of the Current Note Purchase Agreement and (ii) the release of certain Subsidiary Guarantors, in each case subject to the terms and conditions set forth herein.

AGREEMENT:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers and the Noteholders agree as follows:

1. AMENDMENTS TO CURRENT NOTE PURCHASE AGREEMENT.

Effective as of the Fourth Amendment Effective Date, the Current Note Purchase Agreement (including all Schedules and Exhibits thereto) is hereby amended by deleting the struck through text, and by inserting the underlined and bolded text, in each case, as set forth in Exhibit A attached hereto.

2. RELEASE OF CERTAIN SUBSIDIARY GUARANTORS.

Each of the undersigned Noteholders hereby agrees that effective as of the Fourth Amendment Effective Date, the Inactive Subsidiaries are hereby released as Subsidiary Guarantors and Obligors under the Financing Documents.

3. WARRANTIES AND REPRESENTATIONS.

To induce the Noteholders to enter into this Agreement, each of the Issuers represents and warrants to each of the Noteholders that as of the Fourth Amendment Effective Date:

3.1. Corporate and Other Organization and Authority.

(a) Each Issuer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(b) Each of the Issuers has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Note Purchase Agreement.

3.2. Authorization, etc.

This Agreement has been duly authorized by all necessary corporate action on the part of the Issuers. Each of this Agreement and the Note Purchase Agreement constitutes a legal, valid and binding obligation of each Issuer, enforceable, in each case, against such Issuer in accordance with its terms, except as such enforceability may be limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and

(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3. No Conflicts, etc.

The execution and delivery by each Issuer of this Agreement and the performance by such Issuer of its obligations under each of this Agreement and the Note Purchase Agreement do not conflict with, result in any breach in any of the provisions of, constitute a default under, violate or result in the creation of any Lien upon any property of such Issuer under the provisions of:

(a) any charter document, constitutive document, agreement with shareholders, bylaws or any other organizational or governing agreement of such Issuer;

2

(b) any agreement, instrument or conveyance by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected; or

(c) any statute, rule or regulation or any order, judgment or award of any court, tribunal or arbitrator by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected.

3.4. Governmental Consent.

The execution and delivery by the Issuers of this Agreement and the performance by the Issuers of their respective obligations hereunder and under the Note Purchase Agreement do not require any consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority on the part of any Issuer.

3.5. No Defaults.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the amendments provided for in this Agreement, constitutes or would constitute a Default or an Event of Default.

3.6. Representations in Note Purchase Agreement.

After giving effect to this Agreement, the representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects as of the Fourth Amendment Effective Date.

4. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The amendment of the Current Note Purchase Agreement and the release of certain Subsidiary Guarantors as set forth above in this Agreement shall become effective as of the date first written above (the “Fourth Amendment Effective Date”), provided that each of the following conditions shall have been satisfied:

(a) the Noteholders shall have received a fully executed copy of this Agreement executed by the Issuers and the Noteholders;

(b) the Noteholders shall have received a fully executed copy of the Reaffirmation of Guarantee attached hereto as Exhibit B executed by the Subsidiary Guarantors (other than the Inactive Subsidiaries);

(c) the Noteholders shall have received a fully executed copy of the Amended and Restated Intercreditor Agreement, duly executed by all relevant parties thereto, in form and substance satisfactory to the Required Holders;

(d) each of Aaron’s Progressive Holding Company, AM2 Enterprises, LLC, Approve.Me LLC and Woodhaven Furniture Industries, LLC shall have executed a joinder to the Subsidiary Guarantee Agreement and a joinder to the Intercreditor Agreement, each in form and substance satisfactory to the Required Holders;

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(e) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct on such date;

(f) the Noteholders shall have received fully executed copies of the following:

(i) that certain Amendment No. 4 to Note Purchase Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, AIC, and the MetLife Parties,

(ii) that certain Amendment No. 7 to Note Purchase Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, AIC and the Existing Noteholders,

(iii) that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, SunTrust Bank, acting as Administrative Agent and in certain other capacities, and each of the lenders party thereto, and

(iv) that certain Sixth Amendment to Loan Facility Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, SunTrust and the other financial institutions party thereto,

and each of the amendments and amendments and restatements referred to in the foregoing clauses (i) to (iv), inclusive, shall be in form and substance reasonably satisfactory to the Noteholders and shall have become effective prior to or concurrent with the effectiveness of this Agreement;

(g) the Noteholders shall have received a favorable legal opinion from each of (i) Kilpatrick Townsend & Stockton LLP, as special counsel to the Obligors, and (ii) Ballard Spahr LLP, as special local Utah counsel to the Obligors, in each case dated as of the Fourth Amendment Effective Date and in form and substance satisfactory to the Noteholders;

(h) the Noteholders shall have received a certificate from each Obligor executed by the Secretary and one other officer of such Obligor (i) certifying as to the certificate of formation, articles of incorporation, operating agreement, by-laws or other similar organizational documents of such Obligor; (ii) attaching authorizing resolutions on behalf of such Obligor (A) evidencing approval of the transactions contemplated by this Agreement and the other Financing Documents and the execution, delivery and performance hereof and thereof on behalf of such Obligor, (B) authorizing certain officers to execute and deliver the same on behalf of such Obligor, (C) certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded,; (iii) attaching a certificate of good standing for such Obligor issued by the Secretary of State of the state of formation of such Obligor, dated as of a recent date; and (iv) certifying as to the names, titles and true signatures of the officers authorized to sign this Agreement on behalf of such Obligor;

(i) the Noteholders shall have received a fully executed copy of a side letter, dated the date hereof and executed by the Issuers and the Noteholders, in form and substance satisfactory to the Required Holders; and

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(j) the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Noteholders incurred in connection with this Agreement and the transactions contemplated hereby.

5. MISCELLANEOUS.

5.1. Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

5.2. Duplicate Originals; Electronic Signature.

Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

5.3. Waiver and Amendments.

Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto.

5.4. Costs and Expenses.

Whether or not the amendments contemplated by this Agreement become effective, each of the Issuers confirms its obligation under paragraph 11B of the Note Purchase Agreement and agrees that, on the Fourth Amendment Effective Date (or if an invoice is delivered subsequent to the Fourth Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders’ special counsel presented to the Company on the Fourth Amendment Effective Date. The Issuers will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders’ special counsel rendered after the Fourth Amendment Effective Date in connection with this Agreement.

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5.5. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. The provisions hereof are intended to be for the benefit of the Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns.

5.6. Survival.

All warranties, representations, certifications and covenants made by the Issuers in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders.

5.7. Part of Current Note Purchase Agreement; Future References, etc.

This Agreement shall be deemed to be, and is, a Financing Document. This Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Current Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the Current Note Purchase Agreement without making specific reference to this Agreement, but nevertheless all such references shall include this Agreement, unless the context otherwise requires.

5.8. Affirmation of Obligations under Current Note Purchase Agreement and Notes; No Novation.

Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Current Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Current Note Purchase Agreement, as amended by this Agreement, and the Notes. The Issuers hereby acknowledge and affirm all of their respective obligations under the terms of the Current Note Purchase Agreement and the Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Current Note Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the future under or in connection with the Note Purchase Agreement or the Notes or under applicable law.

[Remainder of page intentionally left blank. Next page is signature page.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 4 to Note Purchase Agreement to be executed on its behalf by a duly authorized officer or agent thereof.

Very truly yours,
ISSUERS:
AARON’S, INC.
By:	/s/ Steven A. Michaels
Name: Steven A. Michaels
Title:   Chief Financial Officer and
President of Strategic Operations

AARON INVESTMENT COMPANY
By:	/s/ Steven A. Michaels
Name: Steven A. Michaels
Title:   Vice President and Treasurer

[Signature page to Amendment No. 4 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2014)]

Accepted and Agreed:

The foregoing Agreement is hereby accepted as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:	/s/ Ashley Dexter
	Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
FARMERS INSURANCE EXCHANGE
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
MID CENTURY INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President

[Signature page to Amendment No. 4 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2014)]

FARMERS NEW WORLD LIFE INSURANCE     COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
ZURICH AMERICAN INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
WILLIAM PENN LIFE INSURANCE COMPANY     OF NEW YORK
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President

[Signature page to Amendment No. 4 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2014)]

AMERICAN INCOME LIFE INSURANCE
COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
GLOBE LIFE AND ACCIDENT INSURANCE
COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
LIBERTY NATIONAL LIFE INSURANCE
COMPANY
By:	Prudential Private Placement Investors, L.P.
	(as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President
FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By: /s/ Ashley Dexter
	Vice President

[Signature page to Amendment No. 4 to Note Purchase Agreement – Aaron’s, Inc. (Pru 2014)]

EXHIBIT A

Note Purchase Agreement

[CONFORMED VERSION REFLECTING AMENDMENTS 1-3]

[PREPARED BY KTS]

EXHIBIT A

AARON’S, INC.

AARON INVESTMENT COMPANY

NOTE PURCHASE AGREEMENT

DATED AS OF APRIL 14, 2014

$225,000,000 4.75% SERIES A SENIOR NOTES DUE APRIL 14, 2021

TABLE OF CONTENTS

			Page
1.		AUTHORIZATION OF ISSUE OF NOTES		1
2.		PURCHASE AND SALE OF NOTES		1
3.		CONDITIONS OF CLOSING		2
	3A.	Execution and Delivery of Documents		2
	3B.	Opinion of Purchaser’s Special Counsel		3
	3C.	Purchase Permitted By Applicable Laws		3
	3D.	Payment of Fees		3
	3E.	Sale to Other Purchasers		3
	3F.	Changes in Corporate Structure		3
	3G.	Private Placement Number		4
	3H.	Performance; No Default		4
	3I.	Representations and Warranties		4
	3J.	MetLife Note Purchase Agreement		4
	3K.	SunTrust Amended and Restated Revolving Credit and Term Loan Agreement		4
	3L.	Intercreditor Agreement		4
	3M.	Subsidiary Guarantee Agreement		5
	3N.	Closing Date Acquisition Agreement		5
	3O.	Amendment to Existing Note Purchase Agreement		5
	3P.	Amended and Restated SunTrust Loan Facility Agreement		5
	3Q.	Payoff of Existing Indebtedness of Progressive Finance		5
	3R.	Summary of Management Contracts		6
4.		PREPAYMENTS		6
	4A.	Required Prepayments		6
	4B.	Optional Prepayment With Yield-Maintenance Amount		6
	4C.	Notice of Optional Prepayment		6
	4D.	Offer to Prepay upon Sale of Assets		6
	4E.	Offer to Prepay upon Incurrence of Indebtedness		8
	4F.	Partial Payments Pro Rata		10
	4G.	Retirement of Notes		10
5.		AFFIRMATIVE COVENANTS		10
	5A.	Financial Statements		10
	5B.	Information Required by Rule 144A		12
	5C.	Inspection of Property		12
	5D.	Corporate Existence, Etc.		12
	5E.	Payment of Taxes and Claims		12
	5F.	Line of Business		13
	5G.	Maintenance of Most Favored Lender Status		13
	5H.	Covenant Relating to Domestic Subsidiaries		14
	5I.	Compliance with Laws		14

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TABLE OF CONTENTS

(continued)

			Page
	5J.	Notices of Material Events		14
	5K.	Payment of Obligations		15
	5L.	Books and Records		15
	5M.	Maintenance of Properties; Insurance		15
	5N.	Covenant Relating to Foreign Subsidiaries		16
	5O.	Post-Closing Covenant		17
6.		NEGATIVE COVENANTS		17
	6A.	Fixed Charges Coverage Ratio		17
	6B.	Total Debt to EBITDA Ratio		17
	6C.	Indebtedness		17
	6D.	Liens		20
	6E.	Sale of Assets		22
	6F.	Restricted Payments		22
	6G.	Restricted Investments		23
	6H.	Restrictive Agreements		24
	6I.	Amendments to Material Documents		24
	6J.	Accounting Changes		25
	6K.	Fundamental Changes		25
	6L.	Transactions with Affiliates		25
	6M.	Sale and Leaseback Transactions		25
	6N.	Terrorism Sanctions Regulations		26
	6O.	Activities of Aaron Rents and Blocker Corporations		26
7.		EVENTS OF DEFAULT		27
	7A.	Acceleration		27
	7B.	Rescission of Acceleration		31
	7C.	Notice of Acceleration or Rescission		31
	7D.	Other Remedies		31
8.		REPRESENTATIONS, COVENANTS AND WARRANTIES		32
	8A.	Organization; Authorization		32
	8B.	Financial Statements		32
	8C.	Actions Pending		32
	8D.	Outstanding Indebtedness		32
	8E.	Title to Properties		33
	8F.	Taxes		33
	8G.	Conflicting Agreements and Other Matters		33
	8H.	Offering of Notes		33
	8I.	Use of Proceeds		34
	8J.	ERISA		34
	8K.	Governmental Consent		34
	8L.	Compliance with Laws		35

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TABLE OF CONTENTS

(continued)

			Page
	8M.	Environmental Compliance		35
	8N.	Utility Company Status		35
	8O.	Investment Company Status		35
	8P.	Rule 144A		35
	8Q.	Disclosure		36
	8R.	Foreign Assets Control Regulations, etc.		36
9.		REPRESENTATIONS OF THE PURCHASER		37
	9A.	Nature of Purchase		37
	9B.	Source of Funds		38
10.		DEFINITIONS; ACCOUNTING MATTERS		39
	10A.	Yield-Maintenance Terms		39
	10B.	Other Terms		40
	10C.	Accounting and Legal Principles, Terms and Determinations		58
11.		MISCELLANEOUS		59
	11A.	Note Payments		59
	11B.	Expenses		59
	11C.	Consent to Amendments		60
	11D.	Form, Registration, Transfer and Exchange of Notes; Lost Notes		60
	11E.	Persons Deemed Owners; Participations		61
	11F.	Survival of Representations and Warranties; Entire Agreement		61
	11G.	Successors and Assigns		61
	11H.	Confidential Information		61
	11I.	Notices		62
	11J.	Payments due on Non-Business Days		63
	11K.	Satisfaction Requirement		63
	11L.	Governing Law		63
	11M.	Consent to Jurisdiction; Waiver of Immunities		64
	11N.	Severability		64
	11O.	Descriptive Headings		64
	11P.	Counterparts		64
	11Q.	Independence of Covenants		64
	11R.	Waiver of Jury Trial		64
	11S.	Severalty of Obligations		65
	11T.	Independent Investigation		65
	11U.	Directly or Indirectly		65

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Schedules and Exhibits

Schedule A	—	Purchaser Schedule
Schedule 3F	—	Changes in Corporate Structure
Schedule 5O	—	Progressive Finance Subsidiaries
Schedule 6C	—	Existing Indebtedness
Schedule 6D	—	Existing Liens
Schedule 6G	—	Existing Investments
Schedule 8B	—	Disclosure Documents
Schedule 8G	—	Restrictions on Indebtedness
Schedule 8I	—	Use of Proceeds
Schedule  10	—	Inactive Subsidiaries
Exhibit A	—	Form of Note
Exhibit B	—	Payment Instructions
Exhibit C	—	Form of Opinion of Counsel for the Obligors
Exhibit D	—	Intercreditor Agreement
Exhibit E	—	Subsidiary Guarantee Agreement
Exhibit F	—	Amendment to Existing Note Purchase Agreement

AARON’S, INC.

AARON INVESTMENT COMPANY

Aaron Building

East Paces Ferry Road, NE

Atlanta, GA 30305-2377

Dated as of April 14, 2014

To Each of the Purchasers named on

the attached Purchaser Schedule

Ladies and Gentlemen:

Each of AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”, and, together with the Company, collectively, the “Issuers”), hereby agrees with each Purchaser as follows:

1. AUTHORIZATION OF ISSUE OF NOTES.

The Issuers will authorize the issue of their joint and several Series A Senior Notes in the aggregate principal amount of $225,000,000, to be dated the date of issue thereof, to mature April 14, 2021, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 4.75% per annum and on overdue payments at the rate specified therein, and to be substantially in the form of Exhibit A attached hereto. The term “Notes” as used herein shall include each such senior promissory note delivered pursuant to any provision of this Agreement and each such senior promissory note delivered in substitution or exchange for any other Note pursuant to any such provision.

2. PURCHASE AND SALE OF NOTES.

The Issuers hereby agree to sell to each Purchaser and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Issuers Notes in the aggregate principal amount set forth opposite such Purchaser’s name on the Purchaser Schedule hereto at 100% of such aggregate principal amount. The Issuers will deliver to each Purchaser, at the offices of Bingham McCutchen LLP at 399 Park Avenue, New York, NY 10022, one or more Notes registered in its name, evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds for credit to the Issuers’ accounts or to such other account as Issuers’ shall specify, and at such bank as shall be identified in a written instruction of the Issuers in the form of Exhibit B attached hereto, delivered to each Purchaser at least one Business Day prior to the date of closing, which date of closing shall be April 14, 2014 or any other date upon which the parties hereto may mutually agree (herein called the “Closing” or the “Date of Closing”).

3. CONDITIONS OF CLOSING.

The obligation of each Purchaser to purchase and pay for the Notes to be purchased by it hereunder is subject to the satisfaction, on or before the Date of Closing, of the following conditions:

3A. Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:

(i) the Note(s) to be purchased by such Purchaser;

(ii) a favorable opinion of Kilpatrick Townsend & Stockton LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;

(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;

(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;

(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;

(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;

(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;

(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;

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(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);

(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and

(xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

3B. Opinion of Purchaser’s Special Counsel. Such Purchaser shall have received from Bingham McCutchen LLP a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3C. Purchase Permitted By Applicable Laws. The purchase of and payment for the Notes to be purchased by such Purchaser on the Date of Closing on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Issuers) shall not violate any applicable law or governmental regulation (including, without limitation, section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as such Purchaser may request to establish compliance with this condition.

3D. Payment of Fees. The Issuers shall have paid the reasonable fees and expenses of Bingham McCutchen LLP, as set forth in a statement to be delivered to the Company no later than two Business Days prior to the Date of Closing.

3E. Sale to Other Purchasers. The Issuers shall have sold to the other Purchasers the Notes to be purchased by them at the Closing and shall have received payment in full therefor.

3F. Changes in Corporate Structure. Except for the Closing Date Acquisition and as set forth on Schedule 3F hereto, no Obligor shall have changed its jurisdiction of organization or been a party to any merger or consolidation, nor shall any Obligor have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in paragraph 8B hereof. There shall have been no Material Adverse Effect since December 31, 2013.

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3G. Private Placement Number. A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.

3H. Performance; No Default. The Issuers shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by paragraph 8I) no Default or Event of Default shall have occurred and be continuing.

3I. Representations and Warranties. The representations and warranties of the Issuers in this Agreement shall be correct when made and at the time of Closing.

3J. MetLife Note Purchase Agreement. The Issuers shall have delivered to each Purchaser certified copies of (a) that certain Note Purchase Agreement, dated as of the Date of Closing (as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time, the “MetLife NPA”), by and among the Issuers and Metropolitan Life Insurance Company and/or one or more of its affiliates or Related Funds (collectively, the “MetLife Parties”), pursuant to which the MetLife Parties shall have agreed to purchase $75,000,000 in aggregate principal amount of the Issuers’ Series B Senior Notes, and (b) each of the other documents, instruments and agreements executed and/or delivered in connection therewith, each in form and substance reasonably satisfactory to such Purchaser. Contemporaneously with the Closing, the Issuers shall have satisfied the conditions precedent to the sale of notes under the MetLife NPA (other than the purchase of the Notes under this Agreement and the making of loans under the SunTrust Agreement), and the notes thereunder shall be issued and sold to the MetLife Parties substantially concurrently with the issuance and sale of the Notes hereunder.

3K. SunTrust Amended and Restated Revolving Credit and Term Loan Agreement. The Issuers shall have delivered to each Purchaser certified copies of (a) that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Date of Closing (as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time, the “SunTrust Agreement”), by and among the Company, the Administrative Agent, SunTrust and the other lenders party thereto, pursuant to which SunTrust and the other lenders party thereto shall have agreed to provide to the Company, subject to the terms and conditions thereof, a revolving loan facility in the aggregate principal amount of up to $200,000,000 and term loans in the aggregate principal amount of $126,250,000, and (b) each of the other documents, instruments and agreements executed and/or delivered in connection therewith, each in form and substance reasonably satisfactory to such Purchaser. All conditions to the obligation of SunTrust and such other lenders to provide the loans, other than the purchase of the Notes under this Agreement and the purchase of the Series B Senior Notes under the MetLife NPA, shall have been satisfied prior to or concurrent with the Closing.

3L. Intercreditor Agreement. The MetLife Parties, the Administrative Agent, the Existing Noteholders, SunTrust, in its capacity as Servicer on behalf of itself and other “Participants” party to the SunTrust Loan Facility Agreement, and the other Purchasers shall have entered into an Intercreditor Agreement (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), substantially in the form of Exhibit D hereto, and the Obligors shall have entered into the acknowledgement and consent attached thereto.

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3M. Subsidiary Guarantee Agreement. The Obligors shall have delivered to each Purchaser (i) a fully executed copy of a subsidiary guarantee agreement in the form of Exhibit E hereto (as amended, restated, supplemented, replaced, or otherwise modified from time to time, the “Subsidiary Guarantee Agreement”) dated as of the Date of Closing and executed by each of the Initial Subsidiary Guarantors, and (ii) a fully executed copy of a Joinder Agreement executed by Progressive Finance in the form of Annex 1 to the Subsidiary Guarantee Agreement and a joinder to the Intercreditor Agreement executed by Progressive Finance in the form of Schedule 1 to the Intercreditor Agreement.

3N. Closing Date Acquisition Agreement. The Issuers shall have delivered to each Purchaser certified copies of the Closing Date Acquisition Agreement and all other material Closing Date Acquisition Documents, each in form and substance reasonably satisfactory to each Purchaser, and all conditions precedent to the Closing Date Acquisition (including, without limitation, the filing with the Delaware Secretary of State of the certificate of merger reflecting the merger of Merger Sub with and into Progressive Finance), other than the purchase of the Notes and the notes to be issued under the MetLife NPA, and the making of loans under the Sun Trust Agreement, shall have been satisfied, and the Closing Date Acquisition shall be consummated, substantially simultaneously with the purchase of the Notes, in accordance with the Closing Date Acquisition Agreement, without alteration, amendment or other change, supplement or modification of the Closing Date Acquisition Agreement except for waivers of conditions that are not material or adverse to the Purchasers.

3O. Amendment to Existing Note Purchase Agreement. The Obligors shall have delivered to each Purchaser a fully executed copy of an amendment to the Existing Note Purchase Agreement, in substantially the form attached as Exhibit F and otherwise in form and substance reasonably satisfactory to such Purchaser.

3P. Amended and Restated SunTrust Loan Facility Agreement. The Issuers shall have delivered to each Purchaser a fully executed copy of the SunTrust Loan Facility Agreement and all documents, instruments and agreements executed and/or delivered in connection therewith, each in form and substance reasonably satisfactory to such Purchaser.

3Q. Payoff of Existing Indebtedness of Progressive Finance. All Indebtedness for money borrowed (other than (a) trade debt incurred in the ordinary course of business and (b) Capitalized Lease Obligations permitted to be incurred under paragraph 6(C)) of Progressive Finance and the Progressive Finance Subsidiaries shall have been repaid in full and all related Liens shall have been terminated or authorized to have been terminated, in each case substantially concurrently with the purchase of the Notes, and each Purchaser shall have received evidence of the foregoing (including, without limitation, payoff letters, mortgage discharges and appropriate terminations statements relating to any filings evidencing Liens on the assets or property of Progressive Finance or any Progressive Finance Subsidiary).

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3R. Summary of Management Contracts. The Issuers shall have delivered to each Purchaser a summary of management contracts (or copies of such contracts in lieu of any summary) with respect to officers of Progressive Finance and its Subsidiaries that will remain in effect after consummation of the Closing Date Acquisition and, if requested by the Required Holders, certified copies of such management contracts.

4. PREPAYMENTS.

The Notes shall be subject to prepayment with respect to the required prepayments specified in paragraph 4A, the optional prepayments permitted by paragraph 4B and the offers to prepay required by paragraphs 4D and 4E.

4A. Required Prepayments. Until the Notes shall be paid in full, the Issuers shall apply to the prepayment of the Notes, without Yield-Maintenance Amount, the sum of $45,000,000 on April 14 in each of the years 2017 to 2021, inclusive, and such principal amounts of the Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates; provided that upon any partial prepayment of the Notes pursuant to paragraphs 4B, 4D or 4E, or purchase of the Notes pursuant to paragraph 4G, the principal amount of each required prepayment of the Notes becoming due under this paragraph 4A on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase. The remaining principal amount of the Notes, together with interest accrued thereon, shall become due on the maturity date of the Notes.

4B. Optional Prepayment With Yield-Maintenance Amount. The Notes shall be subject to prepayment, in whole at any time or from time to time in part (in a minimum amount of $5,000,000 and in integral multiples of $100,000) at the option of the Issuers, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each Note.

4C. Notice of Optional Prepayment. The Issuers shall give the holder of each Note irrevocable written notice of any prepayment pursuant to paragraph 4B not less than 10 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Notes, and of the Notes held by such holder, to be prepaid on such date and stating that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, with respect thereto, shall become due and payable on such prepayment date. The Issuers shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Issuers.

4D. Offer to Prepay upon Sale of Assets.

(a ) (a) Notice and Offer. In the event the Company or any of its Domestic Subsidiaries receives (x) Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6E) or (y) Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or

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similar proceeding (a “Casualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of [$5,000,000] (A) $15,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or [$20,000,000] (B) as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined as of such date on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Debt Prepayment Transfer”), the Company will, within ten (10) days of the occurrence thereof, give written notice of such Debt Prepayment Transfer to each holder of Notes. Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Issuers shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the [Second]Fourth Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Issuers and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.

(b) (b) Acceptance and Rejection. To accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within fifteen (15) days after the date of such written notice shall be deemed to constitute a rejection of the Transfer Prepayment Offer. If a Transfer Prepayment Offer is rejected or deemed to have been rejected, the Company may apply the amount that was the subject of such Transfer Prepayment Offer to prepay other Senior Debt.

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(c) (c) Payment. If accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date, but, in any case, without any Yield-Maintenance Amount or any other premium.

(d) (d) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4D shall be accompanied by an Officer’s Certificate, dated the date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the Net Cash Proceeds in respect of the applicable Debt Prepayment Transfer, (iii) that such offer is being made pursuant to this paragraph 4D, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to the Transfer Prepayment Date, and (vi) in reasonable detail, the nature of the Transfer giving rise to such Debt Prepayment Transfer and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

(e) (e) Notice Concerning Status of Holders of Notes. Promptly after each Transfer Prepayment Date and the making of all prepayments contemplated on such Transfer Prepayment Date under this paragraph 4D (and, in any event, within 30 days thereafter), the Company shall deliver to each then current holder of Notes, if any, an Officer’s Certificate containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time, (in each case calculated after giving effect to the prepayments made on such Transfer Prepayment Date).

4E. Offer to Prepay upon Incurrence of Indebtedness.

(a) (a) Notice and Offer. In the event that the Company or any Subsidiary (x) incurs Indebtedness not permitted pursuant to paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable), give written notice of such Unpermitted Debt Incurrence or Equity Issuance to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any

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Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice.

(b) (b) Acceptance and Rejection. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within fifteen (15) days after the date of such written notice shall be deemed to constitute a rejection of the Prepayment Offer. If a Prepayment Offer is rejected or deemed to have been rejected, the Company may apply the amount that was the subject of such Prepayment Offer to prepay other Senior Debt.

(c) (c) Payment. If accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or the Net Cash Proceeds of such Equity Issuance, as the case may be) shall be due and payable on the Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Prepayment Date, but, in any case, without any Yield-Maintenance Amount or any other premium.

(d) (d) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4E shall be accompanied by an Officer’s Certificate, dated the date of such offer, specifying (i) the Prepayment Date, (ii) the Net Cash Proceeds of such Unpermitted Debt Incurrence or the Net Cash Proceeds of such Equity Issuance, as applicable, (iii) that such offer is being made pursuant to this paragraph 4E, (iv) the principal amount of each Note offered to be prepaid, and (v) the interest that would be due on each Note offered to be prepaid, accrued to the Prepayment Date and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer (other than, if applicable, the Event of Default arising under paragraph 7A(v) as a result of the breach by the Issuers of paragraph 6C in connection with the Unpermitted Debt Incurrence).

(e) (e) Notice Concerning Status of Holders of Notes. Promptly after each Prepayment Date and the making of all prepayments contemplated on such Prepayment Date under this paragraph 4E (and, in any event, within 30 days thereafter), the Company shall deliver to each then current holder of Notes, if any, an Officer’s Certificate containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time, (in each case calculated after giving effect to the prepayments made on such Prepayment Date).

(f) (f) Continuing Default. Nothing contained in this paragraph 4E shall be deemed to constitute a consent to, or waiver of any Default or Event of Default arising under this Agreement as a result of, any Unpermitted Debt Incurrence. Any Default or Event of Default arising from such Unpermitted Debt Incurrence shall be deemed to be continuing following any Prepayment Offer (and any related prepayment of the Notes in connection therewith) made in connection with such Unpermitted Debt Incurrence, regardless of whether such Prepayment Offer is accepted or rejected by any holder of Notes.

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4F. Partial Payments Pro Rata. Upon any partial prepayment of the Notes pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be allocated to all Notes at the time outstanding in proportion to the respective outstanding principal amounts thereof.

4G. Retirement of Notes. The Issuers shall not, and shall not permit any of their Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B, 4D or 4E or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder unless such Issuer or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Issuers or any of their Subsidiaries or Affiliates shall be promptly canceled and shall not be deemed to be outstanding for any purpose under this Agreement.

5. AFFIRMATIVE COVENANTS.

5A. Financial Statements. The Company covenants that it will deliver to each Significant Holder in duplicate:

(i) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of income, cash flows and changes in financial position of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in form to the Required Holder(s) and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i);

(ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated statements of income, cash flows and changes in financial position for the Company and its Subsidiaries for such year, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail and satisfactory in form to the Required Holder(s) and, as to the consolidated statements, reported on by independent public accountants of recognized national standing selected by the Company whose report shall be without limitation as to

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the scope of the audit and satisfactory in substance to the Required Holder(s); provided, however, that delivery pursuant to clause (iii) below of copies of the Annual Report on Form 10-K of the Company for such fiscal year filed with the SEC shall be deemed to satisfy the requirements of this clause (ii);

(iii) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the SEC, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be, it being agreed that the requirements of this subsection may be satisfied by the delivery of the applicable reports, statements or other materials to the SEC to the extent that such reports, statements or other materials are available to each Significant Holder on EDGAR;

(iv) promptly upon receipt thereof, a copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary;

(v) as soon as available and in any event within 60 days after the end of each fiscal year of the Company, a forecasted income statement, balance sheet, and statement of cash flows for the following fiscal year, provided that, the Company shall not be required to deliver such financial statements so long as the Company is not required to provide such information to any other lender, whether pursuant to the SunTrust Agreement or otherwise;

(vi) promptly upon receipt thereof, a copy of any notice (including notices of default or acceleration) received from any lender, creditor, holder, administrative agent or trustee under or with respect to the SunTrust Agreement, the MetLife NPA, the Existing Note Purchase Agreement or the SunTrust Loan Facility Agreement (excluding notices sent to any such Person in the ordinary course of administration of a credit facility, such as information relating to pricing, fees and borrowing availability); and

(vii) with reasonable promptness, such other information and documents as such Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and (ii) above, the Company will deliver to each Significant Holder an Officer’s Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A and 6B and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto. Together with each delivery of financial statements required by clause (ii) above, the Company will deliver to each Significant Holder a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Event of Default or Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards.

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5B. Information Required by Rule 144A. The Issuers covenant that they will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Issuers are subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

5C. Inspection of Property. The Company shall permit the representatives of each Significant Holder that is an Institutional Investor:

No Default — if no Default or Event of Default then exists, at the expense of such Significant Holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

5D. Corporate Existence, Etc. Subject to paragraph 6K, each Issuer will at all times preserve and keep in full force and effect its organizational existence. Subject to paragraphs 6E and 6K, the Company will at all times preserve and keep in full force and effect the organizational existence of each of its Subsidiaries and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

5E. Payment of Taxes and Claims. The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they

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have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

5F. Line of Business. The Company will not, and will not permit any of its Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from (i) the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement, which business may include but is not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), and (ii) any other ancillary businesses which are complementary to the business of the Company and its Subsidiaries as conducted as of the Fourth Amendment Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Company and its Subsidiaries as of the Fourth Amendment Effective Date.

5G. Maintenance of Most Favored Lender Status. The Issuers hereby covenant that if the Obligors shall enter into any credit facility or loan agreement or any amendment thereof (including, without limitation, any amendment to the SunTrust Agreement, the MetLife NPA or the Existing Note Purchase Agreement) pursuant to which the credit commitments available to the Obligors, individually or in the aggregate to one or more of the Obligors under such credit facility or loan agreement, and/or outstanding principal indebtedness incurred thereunder or in respect thereof equals or exceeds $25,000,000 and which provides for the benefit of the lenders thereunder any covenants or events of default which are more favorable to such lenders than the covenants and events of default provided for in paragraphs [5 or]5, 6 and 7 hereof for the benefit of the holders of the Notes then, and in each and any such event, the covenants and events of default, as applicable, in this Agreement shall be and shall be deemed to be, notwithstanding paragraph 11C and without any further action on the part of the Obligors or any other Person being necessary or required, amended to afford the holders of the Notes the same benefits and rights as such amendments, or other agreements, provide the lenders thereof. The Issuers will promptly deliver to each holder of Notes a copy of each such agreement or amendment, or any waiver or modification thereof. Notwithstanding the foregoing, the Issuers agree to enter into such documentation as the Required Holders may reasonably request to evidence the amendments provided for in this paragraph 5G.

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5H. Covenant Relating to Domestic Subsidiaries. The Company will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement, in each case, for so long as the Dent-A-Med Credit Agreement has not been repaid in full and the commitments thereunder to extend credit terminated) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA, the Existing Note Purchase Agreement or any other agreement providing for the incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (a “Subsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized joinder agreement to the Subsidiary Guarantee Agreement in the form of Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto and (iii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of the joinder agreements in clauses (i) and (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders.

5I. Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5J. Notices of Material Events. The Company will furnish to each Significant Holder prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be

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expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise;

(d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and

(e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5K. Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

5L. Books and Records. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Company in conformity with GAAP.

5M. Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance (including self-insurance in amounts not exceeding the customary amounts maintained by similarly situated companies and for which adequate reserves are maintained) with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. In addition, and not in limitation of the foregoing, the Company shall maintain and keep in force insurance coverage on its inventory, as is consistent with best industry practices.

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5N. Covenant Relating to Foreign Subsidiaries.

(a) The Company may acquire or form additional Foreign Subsidiaries; provided that, if the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Notes pursuant to this paragraph 5N for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Company (i) shall notify the holders of the Notes thereof, (ii) subject to any required intercreditor arrangements entered into between the holders of the Notes and all other creditors of the Company having a similar covenant with the Company in order to accomplish any required equal sharing of such pledged collateral (as provided in the penultimate sentence hereof), deliver stock certificates and related pledge agreements, in form satisfactory to a collateral agent acceptable to the Required Holders, evidencing the pledge of 66% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding capital stock (or other similar equity interests) entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding capital stock (or other similar equity interests) not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Company or any Domestic Subsidiary to secure the obligations under and in respect of the Notes to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose capital stock (or other similar equity interests) has not been pledged to secure such obligations pursuant to this paragraph 5N for the most recently ended twelve month period does not exceed twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding clause (ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary of the type described in paragraphs 3A(iii) to 3A(vi), inclusive, and such other documents as may be reasonably requested by the Required Holders; and provided, further, that in no event shall any such Foreign Subsidiary be required to enter into a Guarantee or a Joinder Agreement or otherwise guarantee any of the obligations under or in respect of the Notes, except to the extent that any such Foreign Subsidiary enters into any Guarantee of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA or the Existing Note Purchase Agreement. Upon the occurrence of the Foreign Pledge Date, the Company will be required to comply with the terms of this paragraph 5N within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the holders of the Notes shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Holders, with all other creditors of the Company having a similar covenant with the Company. For purposes hereof, the “EBITDA” attributable to any such Foreign Subsidiary shall be determined in a manner consistent with the method for determining Consolidated EBITDA, but on a non-consolidated basis.

(b) Notwithstanding anything to the contrary in this Agreement, (i) none of the [Merger Sub]Inactive Subsidiaries shall[ not] be required to become a Subsidiary Guarantor or to execute the Subsidiary Guarantee Agreement, [provided that Merger Sub is merged into Progressive Finance on the Date of Closing, with Progressive Finance being the surviving entity of such merger, in accordance with the Closing Date Acquisition Agreement and Progressive Finance complies with all requirements to become an Obligor in accordance with paragraph 5H hereof, (ii) none of Aaron Rents Puerto Rico or the Blocker Corporations shall be required to become Subsidiary Guarantor or to execute] the Subsidiary Guarantee Agreement[, ]subject to compliance with paragraph 6O hereof[.]and (ii) the Company shall cause each Inactive Subsidiary to be dissolved as soon as practicable without incurring adverse tax consequences unless otherwise permitted by the Required Holders (which permission shall not be unreasonably withheld, conditioned or delayed).

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5O. Post-Closing Covenant. Within ten (10) Business Days after the Date of Closing (or such later date as the Required Holders agree), the Company shall cause each of the Progressive Finance Subsidiaries to become a Subsidiary Guarantor by complying with the requirements of paragraph 5H with respect to such Progressive Finance Subsidiary and executing a joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto.

5P. Dent-A-Med Credit Agreement. On or prior to October 31, 2017 (or such later date as the Required Holders may agree in their sole discretion), the Company shall have caused the commitments under the Dent-A-Med Credit Agreement to be terminated in full and all security interests granted in favor of Wells Fargo Bank, National Association to have been terminated and released.

5Q. Dent-A-Med Entity Subsidiary Guaranty. Within thirty (30) days after the termination of the commitments under the Dent-A-Med Credit Agreement, as provided for in paragraph 5P (or such later date as the Required Holders may agree in their sole discretion), the Company shall cause each of the Dent-A-Med Entities to become a Subsidiary Guarantor by complying with the requirements of paragraph 5H with respect to such Dent-A-Med Entity and executing a joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto.

6. NEGATIVE COVENANTS.

So long as any Note or amount owing under this Agreement shall remain unpaid, each Issuer covenants as follows that:

6A. Fixed Charges Coverage Ratio. The Company will not permit the Consolidated Fixed Charge Coverage Ratio [to be less than (a) with respect to the]as of the last day of each fiscal quarter [of the Company ending December 31, 2014 and each fiscal quarter of the Company ending thereafter through and including December 31, 2015, 1.75 to 1.00, and (b) for each fiscal quarter ending thereafter, 2.00]ending after the Fourth Amendment Effective Date to be less than 2.50 to 1.00.

6B. Total Debt to EBITDA Ratio. The Company will not, at any time, permit the Total Debt to EBITDA Ratio to be greater than [(a) for the period from the First Amendment Effective Date to and including March 30, 2016, 3.25 to 1.00 and (b) from and including March 31, 2016, ]3.00 to 1.00.

6C. Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness created pursuant to this Agreement and the Notes;

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(b) Indebtedness of the Company owing to any Obligor and of any Subsidiary owing to any Obligor;

(c) Indebtedness of the Company or any Subsidiary incurred[ after the Date of Closing] to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided[,] that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided, further, [that](i) the aggregate principal amount of such Indebtedness, does not [exceed $60,000,000 at any time outstanding and that]at any time exceed three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, and (ii) the aggregate principal amount of such Indebtedness incurred by Foreign Subsidiaries under this clause (c), together with the principal amount of Indebtedness permitted to be incurred by Foreign Subsidiaries under clause (e) below, does not at any time exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving [pro forma ]effect to [such acquisition]any Acquisition financed with such Indebtedness on a Pro Forma Basis);

(d) Guarantees by the Company of Indebtedness of any other Obligor and Guarantees by any Obligor of Indebtedness of the Company or any other Obligor;

(e) unsecured Indebtedness of Foreign Subsidiaries (whether such Indebtedness represents loans made by the Company or any of its Subsidiaries or by a third party) so long as after giving effect to the incurrence of such Indebtedness on a [pro forma basis]Pro Forma Basis, (i) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under paragraph 6B, (ii) no Default or Event of Default has occurred and is continuing, or would result therefrom and (iii) the aggregate principal amount of such Indebtedness, together with the[ aggregate] principal amount of Indebtedness permitted to be incurred by such Foreign Subsidiaries under clause (c) above, does not exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on a [pro forma basis]Pro Forma Basis);

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(f) Guarantees by the Company of Indebtedness of certain franchise operators of the Company, provided such Guarantees are given by the Company in connection with (1) loans made pursuant to the terms of the SunTrust Loan Facility Agreement or (2) loans made pursuant to the terms of any other [unsecured ]loan facility agreements and guaranteed on an unsecured basis with terms otherwise reasonably acceptable to the Required Holders entered into after the date hereof in an aggregate principal amount [not to exceed $50,000,000 ]at any time outstanding not to exceed, as of any date of determination, three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered;

(g) Endorsed negotiable instruments for collection in the ordinary course of business;

(h) Guarantees by the Company of Indebtedness of Foreign Subsidiaries permitted by clause (e) above;

(i) Indebtedness existing on the Date of Closing and set forth on Schedule 6C and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;

(j) Indebtedness under the SunTrust Agreement and the SunTrust Loan Facility Agreement;

(k) Indebtedness in respect of Private Placement Debt in respect of the Existing Note Purchase Agreement and the MetLife NPA in an aggregate principal amount not to exceed $200,000,000 at any time, together with, (i) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, amendments, extensions, renewals, refinancings and replacements of any such Indebtedness that do not (A) increase the outstanding principal amount thereof or shorten the maturity or the weighted average life thereof, (B) have financial and other terms that are materially more onerous in the aggregate than the terms set forth in this Agreement and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and (C) include an obligor that is not an Obligor and (ii) Guarantees of such Indebtedness by any Subsidiaries of the Company (so long as such Subsidiaries are Obligors hereunder);

(l) secured Indebtedness in an aggregate principal amount not to exceed (including any such Indebtedness resulting from any exercise of any incremental facility provisions) $110,000,000 under the Dent-A-Med Credit Agreement, as may be amended and otherwise modified, so long as the terms of such facility are not amended to be more restrictive than those in effect on the Third Amendment Effective Date or in a manner that would be materially adverse to the holders of the Notes and all Indebtedness incurred thereunder remains non-recourse to the Company or any of its Subsidiaries (other than the Dent-A-Med Entities); and[;]

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(m) any other unsecured Indebtedness of the Company or any Domestic Subsidiary, so long as after giving effect to the incurrence of such Indebtedness on a [pro forma basis]Pro Forma Basis, (w) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under paragraph 6B, (x) no Default or Event of Default has occurred and is continuing, or would result therefrom, (y) the terms of such Indebtedness are not on financial and other terms that are materially more onerous in the aggregate than the Indebtedness under this Agreement and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and (z) such Indebtedness does not include an obligor that is not an Obligor.

6D. Liens. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except:

(a) Liens on any property or asset of the Company or any Subsidiary existing on the Date of Closing set forth on Schedule 6D; provided, that such Lien shall not apply to any property or asset of the Company or any Subsidiary not encumbered thereby on the date hereof;

(b) Liens for taxes, assessments, governmental charges or levies, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due or the payment of which is not at the time required by paragraph 5E;

(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than leases providing for Capitalized Lease Obligations), performance bonds, purchase, construction or sales contracts or other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of a deferred purchase price, and which do not, in the aggregate, materially detract from the value of the Company’s property or assets or impair the use thereof or operation of its business;

(d) Liens on property or assets of the Company or any Subsidiary securing obligations of such Obligor or Subsidiary to the Company or a Wholly Owned Subsidiary of the Company;

(e) Liens on insurance policies owned by the Company on the lives of its officers securing policy loans obtained from the insurers under such policies, provided that (i) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (ii) the Company shall not incur any liability to repay any such loans;

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(f) Liens in respect of purchase money obligations in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capitalized Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by paragraph 6C(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith;

(g) Liens (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Company or any Subsidiary of the Company; provided, that any such Lien was not created in contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;

(h) Liens on shares of stock or other equity interests of any Foreign Subsidiary, only to the extent that the Notes and the obligations relating thereto are secured pari passu with any other Indebtedness or obligations secured thereby;

(i) judgment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceedings that are currently being contested in good faith for which adequate reserves have been established;

(j) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of any Obligor or any Subsidiary;

(k) other Liens incidental to the conduct of the business of any Obligor or any Subsidiary or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(l) extensions, renewals, or replacements of any Lien referred to above in subparagraphs (a), (b), (c), (e), (f), (g), (i) and (j) of this paragraph 6D; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; [and]

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(m) Liens securing Indebtedness permitted by paragraph 6C(l); provided that such Liens apply only to (i) the Capital Stock of Dent-A-Med and (ii) the assets of the Dent-A-Med Entities, including the Capital Stock of any Subsidiaries of Dent-A-Med[.] ; and

(n) Liens securing obligations (other than Indebtedness) incurred in the ordinary course of business in an aggregate principal amount not to exceed at any time $5,000,000.

6E. Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock or other equity interests to any Person other than an Obligor (or to qualify directors if required by applicable law) (any such transaction, an “Asset Disposition”), except (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations, disposed of in the ordinary course of business; (b) the sale, lease or other disposition of inventory and Permitted Investments in the ordinary course of business, (c) sales and dispositions permitted under paragraph 6K and sale and leaseback transactions permitted under paragraph 6M, (d) the sale of a store (and related assets) owned by the Company to a franchisee of the Company, (e) sales of receivables and other assets by the Dent-A-Med Entities to the extent permitted by the Dent-A-Med Credit Facility and (f) other sales of assets not to exceed[ $100,000,000 in book value in the aggregate for all such sales], as of any date of determination, for all such sales made on or after the Fourth Amendment Effective Date, an amount equal to five percent (5.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the then most recently ended fiscal quarter for which financial statements have been delivered, provided that, with respect to any such Asset [Dispositon] Disposition (other than sales and disposals of the types described in the foregoing clauses (a) and (b)), (i) no Event of Default shall have occurred and be continuing at the time of, or result from, any such transaction and (ii) the Company shall make a Transfer Prepayment Offer to the extent required by paragraph 4D in connection with such transaction.

6F. Restricted Payments. The Company will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock or other equity interests, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or other equity interests or Indebtedness subordinated to the obligations of the Issuers under the Notes or any options, warrants, or other rights to purchase such common stock or other equity interests or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Company solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to any Obligor, (iii) the payment by the Company or any Subsidiary thereof of the “Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the holders of record of any “Company Units” (as such term is defined in the Closing Date Acquisition Agreement) and the payment by the Company or any Subsidiary thereof of the “Blocker Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the “Blocker Owners” (as such term is defined in the Closing Date Acquisition

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Agreement), in each case pursuant to the terms of the Closing Date Acquisition Documents, (iv) repayment in full by the Company or the Dent-A-Med Entities of any existing subordinated Indebtedness of the Dent-A-Med Entities on the Second Amendment Effective Date in connection with the Company’s acquisition of the Dent-A-Med Entities and (v) other Restricted Payments made by the Company in cash so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect to the payment thereof on a [pro forma basis]Pro Forma Basis, the Company and its Subsidiaries would be in compliance with the financial covenants in paragraphs 6A and 6B measured as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered hereunder.

6G. Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:

(a) Permitted Investments;

(b) Permitted Acquisitions;

(c) Investments made by any Obligor in any other Obligor;

(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $2,000,000 at any time outstanding;

(e) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and the other credit facility agreements referenced in paragraph 6C(f);

(f) Guarantees permitted under paragraph 6C(f);

(g) loans to, and other investments in, Foreign Subsidiaries; provided that the aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, together with the aggregate principal amount of Indebtedness permitted to be incurred under clauses (c) and (e) of paragraph 6C, does not exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any Acquisition financed with such Indebtedness);

(h) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;

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(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6G (including Investments in Subsidiaries);

(j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Moody’s Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $[125,000,000]150,000,000 at any time;

(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity; and

(l) other Investments not to exceed $75,000,000 [in the aggregate at any time.]at any time; and

(m) other Investments not to exceed at any time an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.

6H. Restrictive Agreements. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock or other equity interests, to make or repay loans or advances to the Company or any other Subsidiary, to Guarantee Indebtedness of the Company or any other Subsidiary or to transfer any of its property or assets to the Company or any Subsidiary of the Company; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, the MetLife NPA, the SunTrust Agreement, the SunTrust Loan Facility Agreement, or the Existing Note Purchase Agreement (or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Indebtedness under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA or the Existing Note Purchase Agreement), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof, and (v) the foregoing shall not apply to restrictions or conditions imposed by the Dent-A-Med Credit Agreement (in the case of clause (a), solely if such restrictions and conditions apply only to the property or assets securing such Indebtedness).

6I. Amendments to Material Documents. The Company will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner that would have a Material Adverse Effect under their respective certificates of incorporation, bylaws or other organizational documents.

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6J. Accounting Changes. The Company will not, and will not permit any Subsidiary to, (a) make any significant change in accounting treatment or reporting practices other than those permitted by GAAP (each a “Permitted Change”), provided that a Permitted Change will only be permitted to the extent that no Event of Default would occur at the end of the fiscal quarter of the Company in which such Permitted Change is to occur, or at the end of the next succeeding fiscal quarter of the Company, in each case if such Permitted Change were not to be made, or (b) change the fiscal year of the Company or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Company.

6K. Fundamental Changes. The Company will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (a) [the Blocker Corporations may merge or liquidate]any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into any Obligor, provided that such Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (2) any Subsidiary may merge into another Subsidiary or the Company; provided, however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any Subsidiary to such merger is an Obligor, the Obligor shall be the surviving Person, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to an Obligor, or (4) any other Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the Company; provided, that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by paragraph 6G.

6L. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its Wholly-Owned Subsidiaries not involving any other Affiliates, (c) any Restricted Payment permitted by paragraph 6F and (d) transactions permitted under paragraph 6G(d).

6M. Sale and Leaseback Transactions. The Company will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or

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hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, the Company may engage in such sale and leaseback transactions so long as the aggregate fair market value of all assets sold and leased back does not exceed $300,000,000 from and after the Date of Closing.

6N. Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.

6O. Activities of [Aaron Rents and Blocker Corporations]Inactive Subsidiaries. [(a) ]Unless [Aaron Rents Puerto Rico]any Inactive Subsidiary has become a Subsidiary Guarantor, the Company will not permit [Aaron Rents Puerto Rico]such Inactive Subsidiary to engage in any business[ or] activity other than (i) maintaining its existence and/or winding up its affairs and (ii) activities related to the completion of any ongoing tax [audit, and the Company shall not, and shall not permit any Subsidiary to,]audits, and (x) no Obligor shall make any additional Investment in [Aaron Rents Puerto Rico]any Inactive Subsidiary other than in connection with the business and activities set forth in clauses (i) and (ii) above[.] of this paragraph 6O and (y) no Inactive Subsidiary shall incur Indebtedness of any type (including, without limitation, any guaranties). Further, the Inactive Subsidiaries shall not at any time after the Fourth Amendment Effective Date have (a) assets with an aggregate book value in excess of $1,000,000, or (b) annual revenue in excess of $1,000,000 in the aggregate.

[(b) Unless a Blocker Corporation has become a Subsidiary Guarantor, the Company will not permit such Blocker Corporation to engage in any business or activity other than the following activities (i) maintaining its existence and/or winding up its affairs, (ii) merging or liquidating into the Company or another Subsidiary, with the Company or such Subsidiary being the survivor of such merger or liquidation, and (iii) holding the membership interests of Progressive Finance, and the Company shall not, and shall not permit any Subsidiary to, make any additional Investment in either Blocker Corporation other than in connection with the activities set forth in clauses (i), (ii) and (iii) above.]

6P. Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, the Company will not, and will not permit any of the Subsidiaries to (a) permit any Person (other than the Company, any other Obligor or any wholly owned Subsidiary thereof) to own any capital stock of any Subsidiary, except to qualify directors if required by applicable law, and except for any dispositions of Subsidiaries otherwise permitted under this Agreement, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred capital stock.

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6Q. Legal Name, State of Formation and Form of Entity. The Company will not, and will not permit any Subsidiary to, without providing ten (10) days prior written notice to each Significant Holder (or such lesser period as each such Significant Holder may agree), change its name, state of formation or form of organization.

7. EVENTS OF DEFAULT.

7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or

(ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or

(iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the MetLife NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the MetLife NPA, which are addressed in paragraph 7A(iii)(A), and (y) [any ]Indebtedness, Capitalized Lease Obligations [or]and other [obligation] obligations in an aggregate principal amount that does not exceed [$20,000,000]two percent (2.0%) of the aggregate book value of

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the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or

(iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or

(v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or

(vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or

(vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or

(viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or

(ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of

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the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or

(x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or

(xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or

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(xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

(xv) a Change in Control shall occur or exist; or

(xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement;

(xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period);

then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, the holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the continuance of such Event of Default, by notice in writing to the Issuers, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default

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specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to any Obligor, all of the Notes at the time outstanding shall automatically become immediately due and payable, together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Issuers, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers.

The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (except as herein specifically provided for) and that the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

7B. Rescission of Acceleration. At any time after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) may, by notice in writing to the Issuers, rescind and annul such declaration and its consequences if (i) the Issuers shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Notes, (ii) the Issuers shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Notes or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Issuers shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

7D. Other Remedies. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

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8. REPRESENTATIONS, COVENANTS AND WARRANTIES.

Each Issuer represents, covenants and warrants as follows:

8A. Organization; Authorization. Each Issuer and each of its Subsidiaries is a corporation or limited liability company duly organized and existing in good standing under the respective laws of its jurisdiction of organization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Obligors has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Notes and the other Financing Documents to which it is a party and to perform the provisions hereof and thereof. This Agreement and the Notes have been duly executed and delivered by each Issuer, and constitute, and each other Financing Document to which any Obligor is a party, when executed and delivered by such Obligor, will constitute, valid and binding obligations of such Issuer or such other Obligor (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

8B. Financial Statements. The Company has furnished each Purchaser with the following financial statements, identified by a principal financial officer of the Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the years 2011 to 2013, inclusive, and consolidated statements of income, cash flows and changes in financial position of the Company and its Subsidiaries for each such year, all reported on by Ernst & Young; and (ii) the other financial statements, Company presentations and other disclosure materials set forth on Schedule 8B. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, cash flows and changes in financial position fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole that would have a Material Adverse Effect since December 31, 2013.

8C. Actions Pending. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Issuers, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which the Company believes would result in a Material Adverse Effect.

8D. Outstanding Indebtedness. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6C. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

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8E. Title to Properties. The Company and each of its Subsidiaries have good and marketable title to each of their respective real properties (other than properties which it leases) and good title to all other respective properties and assets, including the properties and assets reflected in the balance sheet as at December 31, 2013 referred to in paragraph 8B (other than properties and assets disposed of in the ordinary course of business), subject to no Lien of any kind except Liens permitted by paragraph 6F. All leases necessary in any material respect for the conduct of the respective businesses of the Company and its Subsidiaries are valid and subsisting and are in full force and effect.

8F. Taxes. The Company and each of its Subsidiaries have filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP.

8G. Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

8H. Offering of Notes.

(a) Neither the Issuers nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Issuers for sale to, or solicited any offers to buy the Notes or any similar security of the Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and the MetLife Parties, each of which has been offered the Notes or such similar securities of the Issuers at a private sale for investment, and neither the Issuers nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

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(b) Neither the Company nor any Subsidiary, nor any of their respective directors, executive officers or other officers participating in the offering of the Notes, nor any predecessor of the Company or any Subsidiary, any affiliated issuer of the Company or any Subsidiary, any beneficial owner of 20% or more of the outstanding voting equity securities of the Company or any Subsidiary participating in the offering of the Notes, calculated on the basis of voting power, or any promoter currently connected with the Company and its Subsidiaries in any capacity is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.

8I. Use of Proceeds. The Issuers will apply the proceeds of the sale of the Notes as set forth in Schedule 8I. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuers in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the assets of the Company and its Subsidiaries and none of the Issuers has any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this paragraph, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

8J. ERISA. No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Neither the Company, any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from, or will not involve any transaction which is subject to, the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation in paragraph 9B.

8K. Governmental Consent.

(i) Neither the nature of the Company or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes is such as to require any authorization, consent,

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approval, exemption or other action by or notice to or filing with any court or administrative or governmental body (other than routine filings after the Date of Closing with the SEC and/or state blue sky authorities) in connection with the execution and delivery of this Agreement, the offering, issuance, sale or delivery of the Notes or fulfillment of or compliance with the terms and provisions hereof or of the Notes.

(ii) The Obligors have obtained all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Obligor, in connection with the execution, delivery, performance, validity and enforceability of the Financing Documents, the Closing Date Acquisition Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders are in full force and effect and all applicable waiting periods have expired, and no known investigation or inquiry by any Governmental Authority regarding the Notes or any transaction being financed with the proceeds thereof (including the Closing Date Acquisition) is ongoing.

8L. Compliance with Laws. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including those relating to protection of the environment except, in any such case, where failure to comply would not result in a Material Adverse Effect.

8M. Environmental Compliance. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all foreign, federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations relating to protection of the environment except, in any such case, where failure to comply would not result in a Material Adverse Effect.

8N. Utility Company Status. Neither the Company nor any Subsidiary is a (i) “holding company,” a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 2005, as amended or (ii) public utility within the meaning of the Federal Power Act, as amended.

8O. Investment Company Status. Neither the Company nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.

8P. Rule 144A. The Notes are not of the same class as securities of the Obligors, if any, listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

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8Q. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished to any Purchaser by or on behalf of the Obligors in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact peculiar to the Company or any of its Subsidiaries which has or in the future may (so far as the Company can now foresee) have a Material Adverse Effect and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to each Purchaser by or on behalf of the Obligors prior to the date hereof in connection with the transactions contemplated hereby.

8R. Foreign Assets Control Regulations, etc.

(i) Neither the Company nor any Controlled Entity is (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (b) an agent, department, or instrumentality of, or is directly or indirectly controlled by or acting on behalf of, or is, in the case of any Controlled Entity (that is not a publicly-traded company), otherwise beneficially owned by, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (c) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (a), clause (b) or clause (c), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

(ii) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (a) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (b) otherwise in violation of U.S. Economic Sanctions.

(iii) Neither the Company nor any Controlled Entity (a) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (b) to the actual knowledge of the Company, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (c) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (d) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The

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Company and each Controlled Entity is and will continue to be in compliance in all material respects with all Anti-Money Laundering Laws and U.S. Economic Sanctions and will establish such procedures and controls from time to time which it reasonably believes are adequate to ensure such compliance.

(iv) (a) Neither the Company nor any Controlled Entity (1) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (2) to the actual knowledge of the Company, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (3) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (4) has been or is the target of sanctions imposed by the United Nations or the European Union;

(b) To the actual knowledge of the Company, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (1) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (2) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (3) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation of any applicable law or regulation or which would cause any holder to be in violation of any law or regulation applicable to such holder; and

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Company and each Controlled Entity is and will continue to be in compliance in all material respects with all Anti-Corruption Laws and will establish such procedures and controls from time to time which it reasonably believes are adequate to ensure such compliance.

9. REPRESENTATIONS OF THE PURCHASER.

Each Purchaser represents as follows:

9A. Nature of Purchase. Such Purchaser is not acquiring the Notes to be purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of its property shall at all times be and remain within its control.

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9B. Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(iii) the Source is either (a) an insurance company pooled separate account, within the meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (a) the identity of such QPAM and (b) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (iv); or

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(v) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

(vi) the Source is a governmental plan; or

(vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

(viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this paragraph 9B, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

10. DEFINITIONS; ACCOUNTING MATTERS.

For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

10A. Yield-Maintenance Terms.

“Called Principal” shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B or has become or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Discounted Value” shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on the Notes is payable, if interest is payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

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“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for actively traded on-the-run U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for various maturities. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.

“Remaining Average Life” shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

“Settlement Date” shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or has become or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Yield-Maintenance Amount” shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. Other Terms.

[“Aaron Rents Puerto Rico” shall mean Aaron Rents, Inc. Puerto Rico, a Puerto Rico corporation.]

“Acquisition” shall mean any transaction in which the Company or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business, (ii) acquires all or substantially all of the assets of any Person or division thereof, whether through a purchase of assets, merger or

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otherwise, (iii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority of the voting stock of a corporation, other than the acquisition of voting stock of a Wholly Owned Subsidiary solely in connection with the organization and capitalization of that Subsidiary by any Obligor, or (iv) acquires control of more than 50% ownership interest in any partnership, joint venture or limited liability company.

“Administrative Agent” shall have the meaning specified in the SunTrust Agreement.

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Issuers, except a Subsidiary. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

“Agreement, this” shall mean this Note Purchase Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” shall have the meaning specified in paragraph 8R(iv) hereof.

“Anti-Money Laundering Laws” shall have the meaning specified in paragraph 8R(iii) hereof.

“AIC” shall have the meaning specified in the introduction hereto.

“Asset Disposition” shall have the meaning specified in paragraph 6E hereof.

“Bankruptcy Law” shall have the meaning specified in paragraph 7A(viii).

“Blocked Person” shall have the meaning specified in paragraph 8R(i) hereof.

[“Blocker Corporations” shall mean the following corporations to be acquired by the Company or a wholly-owned Subsidiary of the Company in connection with the Closing Date Acquisition pursuant to the Closing Date Acquisition Documents: (a) SP GE VIII-B Progressive Blocker Corp., a Delaware corporation, and (b) SP SD IV-B Progressive Blocker Corp., a Delaware corporation.]

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Capitalized Lease Obligation” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not

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more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any bank lender under the SunTrust Agreement, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s Investors Service, Inc. is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s Investors Service, Inc. and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any Lender) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing clauses (a) through (d).

“Casualty Event” shall have the meaning specified in paragraph 4D hereof.

“Change in Control” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) of 33 1/3% or more of the total voting power of shares of stock entitled to vote in the election of directors of the Company; or (c) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“CISADA” shall have the meaning specified in paragraph 8R(i) hereof.

“Closing” shall have the meaning specified in paragraph 2 hereof.

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“Closing Date Acquisition” shall mean the acquisition by the Company of all or substantially all of the capital stock or assets of Progressive Finance and the Progressive Finance Subsidiaries pursuant to the Closing Date Acquisition Documents.

“Closing Date Acquisition Agreement” shall mean that certain Agreement and Plan of Merger, dated as of April 14, 2014, by and among the Company, Progressive Finance, the Merger Sub and the Representative (as defined in Closing Date Acquisition Agreement) party thereto, as such agreement may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement.

“Closing Date Acquisition Documents” shall mean, collectively (i) the Closing Date Acquisition Agreement, (ii) that certain Purchase Agreement dated as of April 14, 2014, by and among the Company and the entities identified as “Blocker Owners” therein, pursuant to which the Company or a Wholly Owned Subsidiary has agreed to purchase, and such Blocker Owners have agreed to sell and assign to the Company or another Obligor immediately prior to the effective time of the Closing Date Acquisition, 100% of the outstanding equity interests in the Blocker Corporations, (iii) the certificate of merger with respect to the merger of Merger Sub with and into Progressive Finance to be filed with the Secretary of State of the State of Delaware on the Date of Closing and (iv) each other material document, instrument, certificate and agreement executed and delivered in connection therewith, in each case as such agreements, documents, instruments, certificates may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company” shall have the meaning specified in the introduction hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Consolidated EBITDA” shall mean[,] for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, an amount equal to the sum of ([a]i) Consolidated Net Income for such period plus ([b]ii ) to the extent deducted in determining Consolidated Net Income for such period, [(i]but without duplication, (A) Consolidated Interest Expense, ([ii]B) income tax expense, ([iii]C ) depreciation (excluding depreciation of rental merchandise) and amortization, ([iv]D) all other non-cash charges, ([v] E) closing costs, fees and expenses incurred during such period in connection with[ the Closing Date Acquisition and] the transactions contemplated by the Financing Documents, the MetLife NPA, the SunTrust Agreement, the Existing Note Purchase Agreement and the SunTrust Loan Facility Agreement[, in each case paid during such period to Persons that are not Affiliates of the Company or any Subsidiary, not to exceed $15,000,000 in the aggregate, (vi) one-time fees, costs and expenses (including without limitation legal and other professional fees) in connection with (x) the retirement and severance of Ronald W. Allen and David Buck and (y) the bid by Vintage Capital Management to acquire the Company, and other proxy contests and shareholder proposals, including costs, expenses and fees relating to responding to, defending and settling such matters, in each case to the extent such fees, costs and expenses were incurred prior to the First Amendment Effective Date, and (vii) transaction closing costs, fees and expenses actually incurred during such period in connection with the negotiation and closing of the First Amendment to NPA, and the related amendments to the SunTrust Loan Facility Agreement, the SunTrust Agreement, the

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MetLife NPA, the Existing Note Purchase Agreement, and the related transaction documents] (including the amendments thereto), in each case paid during such period to Persons that are not Affiliates of the Company or any Subsidiary[.], (F) up to $16,600,000 in restructuring charges incurred in Fiscal Year 2016 in connection with the closure and consolidation of 56 Company-operated stores, (G) up to $13,800,000 in restructuring charges incurred in the first half of Fiscal Year 2017 in connection with the closure and consolidation of 63 Company-operated stores, (H) up to $2,000,000 in transaction fees and expenses (including legal fees and expenses and investment banker fees) paid by Company in connection with the SEI Acquisition, (I) up to $3,850,000 in reimbursement and/or settlement of any expenses, indemnity claims and other items, in each case, to the extent payable by Company to SEI or SEI’s subsidiaries or affiliates pursuant to the terms of the SEI Acquisition Agreement or any related ancillary acquisition documents between such parties, (J) up to $1,500,000 in advisory fees and expenses paid by the Company to its third party consultant in the second and third Fiscal Quarters of 2017, (K) up to $750,000 in construction and design related fees and expenses; (L) business optimization, restructuring and transition expenses, costs, charges, accruals or reserves incurred within three (3) years of any Permitted Acquisition, which for the avoidance of doubt shall include severance payments and costs, legal defense and settlement costs (including any costs paid in satisfaction of judgments), relocation costs, costs related to the closure, opening, curtailment and/or consolidation of facilities, retention charges, systems establishment costs, spin-off costs, integration costs, signing costs, retention and completion bonuses, amortization of signing bonuses, inventory optimization expenses, contract termination costs, transaction costs, costs related to entry into new markets, consulting fees and recruiter fees; (M) business optimization, restructuring and transition related expenses, costs, charges, accruals or reserves which are unrelated to any Permitted Acquisition or divestiture of assets, all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; provided that the aggregate amount for all such items under this clause (M) shall not exceed $10,000,000 in the aggregate during any four fiscal quarter period; (N) loss of on-lease and off-lease inventory, physical damage to stores, infrastructure, capital assets and other assets of the business and loss of revenue, in each case, (1) to the extent reasonably identifiable by the Company as having resulted from significant weather events or other natural disasters in areas that have been declared a federal disaster or otherwise qualify for federal emergency assistance, (2) to the extent occurring within twelve (12) months after the occurrence of such significant weather event or natural disaster, and (3) net of all related insurance proceeds received related thereto (including, without limitation, all business interruption insurance and casualty insurance), all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; and (O) the amount of cost savings and synergies projected by the Company in good faith to be reasonably anticipated to be realized from actions taken or committed to be taken during such period in connection with any Permitted Acquisition or any permitted disposition of assets (in each case calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period, net of the amount of actual benefits realized prior to or during such period from such actions); provided that such actions have been taken or have been committed to be taken, and the benefits resulting therefrom are anticipated by the Company in good faith to be realized within twenty-four

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(24) months after the completion of the related Permitted Acquisition or permitted disposition of assets; and provided, further, that the aggregate amount for all such items under this clause (O) shall not exceed $50,000,000 in the aggregate during the term of this Agreement, all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period. Notwithstanding the foregoing, the amounts added back to Consolidated Net Income in reliance on clauses (ii)(L), (ii)(M) and (ii)(N) above shall not exceed $50,000,000 in the aggregate during any four fiscal quarter period.

“Consolidated EBITDAR” shall mean, for the Company and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated EBITDA and (b) Consolidated Lease Expense.

“Consolidated Fixed Charge Coverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated EBITDAR for the period of four consecutive fiscal quarters of the Company ending on, or most recently ended as of, such date, to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges” shall mean, for the Company and its Subsidiaries for any period, [determined on a consolidated basis in accordance with GAAP, ]the sum (without duplication) of (a) Consolidated Interest Expense paid or payable for such period plus (b) Consolidated [Scheduled Debt Payments for such period plus (c) Consolidated ]Lease Expense.

“Consolidated Interest Expense” shall mean, for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, determined on a consolidated basis in accordance with GAAP, total cash interest expense, including without limitation the interest component of any payments in respect of Capitalized Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period).

“Consolidated Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals payable by the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) with respect to leases of real and personal property (excluding Capitalized Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets and (iii) any equity interest of the Company and its Subsidiaries[ (other than the Dent-A-Med Entities)] in the unremitted earnings of any Person that is not the Company or a Subsidiary, and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or a Subsidiary[ (other than the Dent-A-Med Entities).][“Consolidated Scheduled Debt Payments” means for any period for the Company and its Subsidiaries on a

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consolidated basis, the sum of all scheduled payments of principal on Consolidated Total Debt. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period and (b) shall not include any voluntary or mandatory prepayments (other than regularly scheduled amortization payments of Consolidated Total Debt).], except to the extent provided for in the definition of Pro Forma Basis in connection with a Permitted Acquisition.

“Consolidated Total Debt” shall mean, at any time, all then currently outstanding obligations, liabilities and indebtedness of the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) on a consolidated basis of the types described in the definition of Indebtedness.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term “Controlled” shall have a correlative meaning.

“Controlled Entity” shall mean any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates.

“DAMI Joinder Date” means the date the Dent-A-Med Entities become Subsidiary Guarantors by executing and delivering a joinder to the Subsidiary Guarantee Agreement.

“DAMI Pledge Agreement” means that certain Collateral Pledge Agreement, dated on or about the Second Amendment Effective Date, made and executed by Progressive Finance in favor of Wells Fargo Bank, N.A.

“Date of Closing” shall have the meaning specified in paragraph 2 hereof.

“Debt Prepayment Transfer” shall have the meaning specified in paragraph 4D(a) hereof.

“Default” shall mean any of the events specified in paragraph 7A, whether or not any requirement for such event to become an Event of Default has been satisfied.

“Dent-A-Med” means Dent-A-Med Inc., an Oklahoma corporation.

“Dent-A-Med Credit Agreement” means that certain Loan and Security Agreement dated as of May 18, 2011 by and among the Dent-A-Med Entities, as co-borrowers, the lenders party thereto and Wells Fargo Bank, N.A. (as successor by merger to Wells Fargo Preferred Capital, Inc.), as agent for the lenders thereunder as in effect on the [Third]Fourth Amendment Effective Date.

“Dent-A-Med Entities” means Dent-A-Med, [Dent-A-Med Receivables Corporation, a Delaware corporation, ]HC Recovery, Inc., an Oklahoma corporation and any other direct or indirect subsidiary of Dent-A-Med formed after the [Second]Fourth Amendment Effective Date.

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“Domestic Controlled Affiliate” shall mean each Affiliate of the Company that is (a) Controlled by the Company, and (b) incorporated or organized under the laws of any State of the United States, the District of Columbia or Puerto Rico.

“Domestic Subsidiary” shall mean each Subsidiary of the Company that is incorporated or organized under the laws of any State of the United States of America, the District of Columbia or Puerto Rico.

“EBITDA” shall have the meaning specified in paragraph 5N.

“EDGAR” shall mean the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Issuance” shall have the meaning specified in paragraph 4E(a) hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate

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from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Existing Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated as of July 5, 2011, by and among the Issuers, the other Obligors party thereto and each of the Existing Noteholders, pursuant to which the Issuers issued the Existing Notes, as amended by that certain Amendment No. 1 to Note Purchase Agreement dated as of December 19, 2012, that certain Amendment No. 2 to Note Purchase Agreement dated as of October 8, 2013[ and] that certain Amendment No. 3 to Note Purchase Agreement dated as of April 14, 2014, that certain Amendment No. 4 to Note Purchase Agreement dated as of December 9, 2014, that certain Amendment No. 5 to Note Purchase Agreement dated as of September 21, 2015, that certain Amendment No. 6 to Note Purchase Agreement dated as of June 30, 2016, that certain Amendment No. 7 to Note Purchase Agreement dated the Date of Closing and as may be further amended, restated, supplemented or otherwise modified from time to time.

“Existing Noteholders” shall mean each holder of an Existing Note.

“Existing Note(s)” shall mean those certain Second Amended and Restated Senior Notes due April 27, 2018, issued pursuant to the Existing Note Purchase Agreement.

“Financing Documents” means this Agreement, the Notes, the Intercreditor Agreement (including each joinder thereto), the Subsidiary Guarantee Agreement and each Joinder Agreement.

“First Amendment Effective Date” means December 9, 2014.

“First Amendment to NPA” means that certain Amendment No. 1 to Note Purchase Agreement, dated as of the First Amendment Effective Date, by and among the Issuers and each of the holders of the Notes party thereto.

“Fiscal Quarter” means a fiscal quarter of the Company.

“Fiscal Year” means a fiscal year of the Company.

“Foreign Pledge Date” shall have the meaning set forth in paragraph 5N.

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“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Fourth Amendment Effective Date” means September 18, 2017.

“GAAP” shall have the meaning set forth in paragraph 10C.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Guarantee” of or by any Person (the “Guarantor”) shall mean any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Inactive Subsidiaries” means the Subsidiaries of Company identified on Schedule 10 attached hereto.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”.

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“Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided that for purposes of paragraph 7A(iii), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capitalized Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (v) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock or other equity interests of such Person, and (x) Off-Balance Sheet Liabilities. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“INHAM Exemption” shall have the meaning specified in paragraph 9B(v) hereof.

“Initial Subsidiary Guarantors” shall mean, collectively, (a) Aaron’s Logistics, LLC, a Georgia limited liability company, (b) Aaron’s Strategic Services, LLC, a Georgia limited liability company, (c) Aaron’s Procurement Company, LLC, a Georgia limited liability company, (d) Aaron’s Production Company, a Georgia corporation, and (e) 99 LTO, LLC, a Georgia limited liability company.

“Institutional Investor” shall mean any insurance company, commercial, investment or merchant bank, finance company, mutual fund, registered money or asset manager, savings and loan association, credit union, registered investment advisor, pension fund, investment company or fund, licensed broker or dealer, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act, or any successor law, rule or regulation) or institutional “accredited investor” (as such term is defined under Regulation D promulgated under the Securities Act, or any successor law, rule or regulation).

“Intercreditor Agreement” shall have the meaning specified in paragraph 3L hereof.

“Investment” shall have the meaning specified in paragraph 6G.

“Joinder Agreement(s)” shall have the meaning specified in paragraph 5H.

“Lenders” shall mean the “Lenders” under the SunTrust Agreement.

“Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). A covenant not to grant a Lien or a “negative pledge” shall not be a Lien for purposes of this Agreement.

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“Material Adverse Effect” shall mean (i) a material adverse effect on the business, assets, liabilities, operations or financial condition of the Company and its Subsidiaries, taken as a whole, (ii) a material impairment of the Obligors’ ability to perform any of their respective obligations under the Agreement, the Notes or any other Financing Document to which they are parties, or (iii) a material impairment of the validity or enforceability of this Agreement, the Notes or any other Financing Document.

“Material Subsidiary” shall mean, at any time, any direct or indirect Subsidiary of the Company having: (a) assets in an amount equal to at least 5% of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of the most recent fiscal quarter of the Company at such time; or (b) revenues or net income in an amount equal to at least 5% of the total revenues or net income of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP for the 12-month period ending on the last day of the most recent fiscal quarter of the Company at such time.

“Merger Sub” shall mean Virtual Acquisition Company, LLC, a Delaware corporation and a direct wholly-owned Subsidiary of the Company.

“MetLife NPA” shall have the meaning specified in paragraph 3J hereof.

“MetLife Parties” shall have the meaning specified in paragraph 3J hereof.

“Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC Annual Statement” shall have the meaning specified in paragraph 9B(i) hereof.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by the Company or any Domestic Subsidiary in respect of (a) any Asset Disposition, (b) any Casualty Event, (c) any Unpermitted Debt Incurrence or (d) any Equity Issuance, in each case net of direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), taxes paid or payable as a result thereof and, in the case of any Asset Disposition or Casualty Event, the amount necessary to retire any Indebtedness secured by a Lien permitted under this Agreement (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by the Company or any Domestic Subsidiary in connection with any Asset Disposition by the Company or any of its Subsidiaries, any Casualty Event or any issuance of Indebtedness not permitted under paragraph 6C.

“Notes” shall have the meaning specified in paragraph 1 hereto.

“Obligors” shall, collectively, the Issuers and each Subsidiary Guarantor.

“OFAC” shall have the meaning specified in paragraph 8R(i) hereof.

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“OFAC Listed Person” shall have the meaning specified in paragraph 8R(i) hereof.

“OFAC Sanctions Program” shall mean any program identified at http://www.ustreas.gov/offices/enforcement/ofac/programs/.

“Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, other than indemnity obligations for any breach of any representation or warranty which are customary in nonrecourse sales of such assets, (ii) any liability of such Person under any sale and leaseback transactions which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“Officer’s Certificate” shall mean a certificate signed in the name of the Company by any one or more of its President, its Executive Vice President, its Chief Financial Officer, any one of its Vice Presidents or its Treasurer.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Acquisitions” shall mean (a) the [Closing Date]SEI Acquisition,[ the Dent-A-Med Acquisition (as such term is defined in the Second Amendment to NPA)] and (b) any other Acquisition (whether foreign or domestic) so long as[, in each case with respect to the Dent-A-Med Acquisition or any such other Acquisition, (a] (i) immediately before and after giving effect to such Acquisition, no Default or Event of Default is in existence, ([b] ii) such Acquisition has been approved by the board of directors of the Person being acquired prior to any public announcement thereof, ([c]iii ) to the extent such Acquisition is of a Person or Persons that are not organized in the United States and/or of all or substantially all of the assets of a Person located outside the United States and the aggregate EBITDA attributable to all Foreign Subsidiaries for the most recently ended twelve month period (after giving pro forma effect to such Acquisition) exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, the Company complies with paragraph 5N hereof, and ([d]iv) immediately after giving effect to such Acquisition, the Company and its Subsidiaries will not be engaged in any business other than (x) businesses of the type conducted by the Company and its Subsidiaries on the Fourth Amendment Effective Date[ of Closing] and businesses reasonably related thereto, and (y) any other ancillary businesses which are complementary to the business of the Company and its Subsidiaries as conducted as of the Fourth Amendment Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Company and its Subsidiaries as of the Fourth Amendment Effective Date. As used herein, Acquisitions will be considered related Acquisitions if the sellers under such Acquisitions are the same Person or any affiliate thereof.

“Permitted Change” shall have the meaning specified in paragraph 6J.

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“Permitted Investments” shall mean:

(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(ii) commercial paper having an A or better rating, at the time of acquisition thereof, from S&P or Moody’s Investors Service, Inc., and in either case maturing within one year from the date of acquisition thereof;

(iii) certificates of deposit, bankers’ acceptances and time deposits maturing within one year of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; and

(v) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above.

“Person” shall mean any individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Date” shall have the meaning specified in paragraph 4E(a) hereof.

“Prepayment Offer” shall have the meaning specified in paragraph 4E(a) hereof.

“Private Placement Debt” shall mean Indebtedness incurred by the Company or its Subsidiaries in respect of the issuance and sale of notes or other securities by the Company or its Subsidiaries to Institutional Investors, which issuance and sale does not require registration of such securities with the SEC pursuant to the Securities Act.

“Pro Forma Basis” shall mean, for purposes of calculating compliance with respect to any asset sale, casualty event, Permitted Acquisition, Restricted Payment or incurrence of Indebtedness, or any other transaction subject to calculation on a “Pro Forma Basis” as indicated herein (including without limitation, for purposes of determining compliance with the financial covenants in paragraphs 6A and 6B) that such transaction shall be deemed to have occurred as of the first day of the period of four Fiscal Quarters most recently ended (the “Reference Period”) for which the Company has delivered financial statements

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pursuant to paragraph 5A. For purposes of any such calculation in respect of any Permitted Acquisition, (a) income statement and cash flow statement items attributable to the Person or property subject to such Permitted Acquisition shall be included in Consolidated EBITDA for such Reference Period after giving pro forma effect thereto as if such Permitted Acquisition occurred on the first day of such Reference Period; (b) any Indebtedness incurred or assumed by any Company or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; (c) capital expenditures attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period, and (d) except as permitted pursuant to clauses (L), (M) and (O) of the definition of Consolidated EBITDA, no adjustments for unrealized synergies shall be included.

“Progressive Finance” shall mean Progressive Finance Holdings, LLC, a Delaware limited liability company.

“Progressive Finance Subsidiaries” shall mean the direct and indirect Subsidiaries of Progressive Finance acquired by the Company on the consummation of the Closing Date Acquisition as further identified on Schedule 5O hereto.

“PTE” shall have the meaning specified in paragraph 9B(i) hereof.

“Purchaser” shall mean each Person named on the Purchaser Schedule attached hereto.

“Purchaser Schedule” shall mean that Purchaser Schedule attached as Schedule A hereto.

“QPAM Exemption” shall have the meaning specified in paragraph 9B(iv) hereof.

“Ratable Portion” shall mean, with respect of any holder of any Note in connection with any prepayment pursuant to paragraph 4D or 4E hereof resulting from any Debt Prepayment Transfer, any Unpermitted Debt Incurrence or any Equity Issuance, an amount equal to the quotient of (a) the aggregate outstanding principal amount of the Notes held by such holder, divided by (b) the aggregate principal amount of all Notes then outstanding.

“Related Fund” shall mean, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

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“Required Holder(s)” shall mean the holder or holders of at least 51% of the aggregate principal amount of the Notes from time to time outstanding (exclusive of Notes then owned by the Company, any Subsidiary of the Company or any of their respective Affiliates).

“Responsible Officer” shall mean the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of each of the Issuers or any other officer of the Issuers involved principally in its financial administration or its controllership function.

“Restricted Payment” shall have the meaning specified in paragraph 6F hereto.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and any successor thereto.

“SEC” means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said Commission.

“SEI” shall mean SEI/Aaron’s, Inc., a Georgia corporation.

“SEI Acquisition” shall mean the acquisition by the Company of substantially all of the assets of its franchisee, SEI/Aaron’s, Inc., which acquisition was consummated on or about July 27, 2017.

“SEI Acquisition Agreement” shall mean that certain Asset Purchase Agreement dated as of July 27, 2017, by and among SEI, certain subsidiaries and affiliates of SEI party thereto and the Company.

“Second Amendment Effective Date” means September [[__],]21, 2015.

“Second Amendment to NPA” means that certain Amendment No. 2 to Note Purchase Agreement, dated as of the Second Amendment Effective Date, by and among the Issuers and each of the holders of the Notes party thereto.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Debt” shall mean the Notes and any other Indebtedness of the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Indebtedness of the Company or any Subsidiary (including, without limitations, the obligations of the Company under this Agreement or the Notes).

“Significant Holder” shall mean (i) each Purchaser, so long as it shall hold (or be committed under this Agreement to purchase) any Note, or (ii) any other holder of at least 5% of the aggregate principal amount of the Notes from time to time outstanding.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability

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of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability.

“Source” shall have the meaning specified in paragraph 9B hereof.

“Subsidiary” shall mean any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interest are, as of such date, owned, controlled or held, by the Company or one of more subsidiaries of the Company. Unless otherwise indicated, all references to a “Subsidiary” or “Subsidiaries” herein shall mean a Subsidiary of the Company.

“Subsidiary Guarantee Agreement” shall have the meaning specified in paragraph 3M hereof.

“Subsidiary Guarantor” shall mean (a) each Initial Subsidiary Guarantor (other than the Inactive Subsidiaries), (b) Progressive Finance, Prog Leasing, LLC, NPRTO Arizona, LLC, NPRTO California, LLC, NPRTO Florida, LLC, NPRTO Georgia, LLC, NPRTO Illinois, LLC, NPRTO Michigan, LLC, NPRTO New York, LLC, NPRTO Ohio, LLC, NPRTO Texas, LLC, NPRTO Mid-West, LLC, NPRTO North-East, LLC, NPRTO South-East, LLC, NPRTO West, LLC and (c) each other Subsidiary of the Company that executes a Joinder Agreement to the Subsidiary Guarantee Agreement pursuant to paragraph 5H or paragraph 5O hereof.

“SunTrust” shall mean SunTrust Bank, together with its successors and assigns.

“SunTrust Agreement” shall (a) have the meaning as specified in paragraph 3K hereof prior to the Fourth Amendment Effective Date, and (b) on and after the Fourth Amendment Effective Date, that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Fourth Amendment Effective Date, by and among the Company, the Administrative Agent, SunTrust and the other lenders party thereto, pursuant to which SunTrust and the other lenders party thereto shall have agreed to provide to the Company, subject to the terms and conditions thereof, a revolving loan facility in the aggregate principal amount of up to $400,000,000 and term loans in the aggregate principal amount of $100,000,000, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

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“SunTrust Loan Facility Agreement” shall mean that certain Third Amended and Restated Loan Facility Agreement and Guaranty, dated as of the Date of Closing, by and among the Company, SunTrust and the financial institutions party thereto, as amended by (i) that certain First Amendment to Loan Facility Agreement, dated as of December 9, 2014, [and as](ii) that certain Second Amendment to Loan Facility Agreement, dated as of September 11, 2015, (iii) that certain Third Amendment to Loan Facility Agreement, dated as of December 4, 2015, (iv) that certain Fourth Amendment to Loan Facility Agreement, dated as of June 30, 2016, (v) that certain Fifth Amendment to Loan Facility Agreement, dated as of December 6, 2016 and (vi) that certain Sixth Amendment to Loan Facility Agreement, dated as of the Fourth Amendment Effective Date, and as may be further amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“Third Amendment Effective Date” means June 30, 2016.

“Total Debt to EBITDA Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the [period of ]four consecutive fiscal quarters [of the Company ]ending on, or most recently [ending] ended as of, such date.

“Transfer Prepayment Date” shall have the meaning specified in paragraph 4D(a) hereof.

“Transfer Prepayment Offer” shall have the meaning specified in paragraph 4D(a) hereof.

“Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased under this Agreement.

“Unpermitted Debt Incurrence” shall have the meaning specified in paragraph 4E(a) hereof.

“U.S. Economic Sanctions” shall have the meaning specified in paragraph 8R(i) hereof.

“USA PATRIOT Act” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Wholly Owned Subsidiary” shall mean any Subsidiary, all of the stock of every class of which is, at the time as of which any determination is being made, owned by the Company either directly or through Wholly Owned Subsidiaries, and which has outstanding no options, warrants, rights or other securities entitling the holder thereof (other than the Company or a Wholly Owned Subsidiary) to acquire shares of capital stock of such corporation.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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10C. Accounting and Legal Principles, Terms and Determinations.

(a) All references in this Agreement to “GAAP” shall mean generally accepted accounting principles, as in effect in the United States from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Company delivered pursuant to paragraph 5A(ii); provided, that if the Company notified the holders of Notes that the Company wishes to amend any covenant in paragraph 6A or 6B to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Required Holders notify the Company that the Required Holders wish to amend paragraph 6A or 6B or such purpose), then the Company and the holders of the Notes shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Holders. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraph 5A(i) or (ii) or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced.

(b) Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Obligor or any Subsidiary of any Obligor at “fair value”, as defined therein and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such leases shall continue to be treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective.

(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in paragraphs 6A and 6B (including for purposes of any transaction that by the terms of this Agreement requires that any financial covenant contained in paragraphs 6A and 6B be calculated on a [pro forma basis]Pro Forma Basis) shall be made on a [pro forma basis]Pro Forma Basis with respect to (i) sales, leases, transfers and/or involuntary dispositions of property in any period of twelve months with an aggregate fair market value in excess of $15,000,000, (ii) any Acquisition, (iii) any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment under, and as defined in the SunTrust Agreement and (iv) any payment of a Restricted Payment occurring during such period[, assuming, in each case, that each such transaction specified in clauses (i) through (iv) above occurred on the first day of the period for which such financial covenants are being tested].

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11. MISCELLANEOUS.

11A. Note Payments. So long as any Purchaser shall hold any Note, the Issuers will make payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City time, on the date due) to such Purchaser’s account or accounts as specified in the Purchaser Schedule attached hereto, or such other account or accounts in the United States as such Purchaser may designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Issuers agree to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

11B. Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Issuers shall pay, and save each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket expenses arising in connection with such transactions, including:

(i) (A) all stamp and documentary taxes and similar charges, (B) costs of obtaining a private placement number from S&P for the Notes and (C) fees and expenses of brokers, agents, dealers, investment banks or other intermediaries or placement agents, in each case as a result of the execution and delivery of this Agreement or the issuance of the Notes;

(ii) document production and duplication charges and the reasonable fees and expenses of any special counsel engaged by such Purchaser or such Transferee in connection with (A) this Agreement and the transactions contemplated hereby, (B) the execution and delivery of any Joinder Agreement by a Subsidiary Guarantor, and (C) any subsequent proposed waiver, amendment or modification of, or proposed consent under, this Agreement, whether or not such the proposed action shall be effected or granted;

(iii) the costs and expenses, including reasonable attorneys’ and financial advisory fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of your or such Transferee’s having acquired any Note, including without limitation costs and expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case;

59

(iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuers; and

(v) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners; provided, that such costs and expenses under this clause (c) shall not exceed $3,500.

The obligations of the Issuers under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.

11C. Consent to Amendments. This Agreement may be amended, and the Issuers may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $1,000,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Issuers shall, at their expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder’s attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which

60

were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Issuers will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

11E. Persons Deemed Owners; Participations. Prior to due presentment for registration of transfer, the Issuers may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Issuers shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant participations in such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion.

11F. Survival of Representations and Warranties; Entire Agreement. All representations and warranties contained herein or made in writing by or on behalf of the Issuers in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by a Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers and the Issuers and supersede all prior agreements and understandings relating to the subject matter hereof.

11G. Successors and Assigns. All covenants and other agreements in this Agreement contained by or on behalf of either of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

11H. Confidential Information. For the purposes of this paragraph 11H, “Confidential Information” means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under paragraph 5A that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure

61

reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this paragraph 11H, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 11H), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 11H), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this paragraph 11H as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this paragraph 11H.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between such Purchaser or such holder and the Issuers, this paragraph 11H shall supersede any such other confidentiality undertaking.

11I. Notices. All written communications provided for hereunder shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to a Purchaser, addressed to it at the address specified for such communications in the Purchaser Schedule attached hereto, or at such other address as such Purchaser shall have specified to the Company in writing, (ii) if to any other holder of any Note, addressed to such other holder at such address as such other holder shall have specified to the Company in writing or, if any such other holder shall not have so specified an address to the Company, then addressed to such other holder in care of the last holder of such Note which shall have so specified an address to the Company, and (iii) if to the Issuers, addressed to them at:

The Company:

[1100 Aaron Building]

[309 East Paces Ferry Road, NE]

400 Galleria Parkway SE, Suite 300

62

Atlanta, GA [30305-2377] 30339

[Attention: Gilbert L. Danielson]

Attn: Chief Financial Officer

Telecopy [No. 404.240.6520]Number: (855) 778-8565

AIC:

Aaron Investment Company

[Two Greenville Crossing]

[4005 Kennett Pike, Suite 220]

[Greenville, Delaware 19807]

[Attention: Marianne Stearns and Linda Jones]

[Telecopy No.: 302.655.5209]

[With a copy to:]

[Aaron Investment Company]

[1100 Aaron Building]

[309 East Paces Ferry Road, NE]

400 Galleria Parkway SE, Suite 300

Atlanta, GA [30305-2377] 30339

[Attention: Gilbert L. Danielson]

Attn: Chief Financial Officer

Telecopy [No.: 404.240.6520]Number: (855)-778-8565

or at such other address as the Issuers shall have specified to the holder of each Note in writing; provided, however, that any such communication to the Issuers may also, at the option of the holder of any Note, be delivered by any other means either to the Issuers at the addresses specified above or to any officer of the Issuers.

11J. Payments due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day. If the date for any payment is extended to the next succeeding Business Day by reason of the preceding sentence, the period of such extension shall not be included in the computation of the interest payable on such Business Day.

11K. Satisfaction Requirement. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

11L. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York.

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11M. Consent to Jurisdiction; Waiver of Immunities. The Issuers hereby irrevocably submit to the jurisdiction of any New York state or Federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, and the Issuers hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in New York state or Federal court. The Issuers hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Issuers agree and irrevocably consent to the service of any and all process in any such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to CT Corporation System at 1633 Broadway, New York, New York 10019. The Issuers agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph 11M shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Issuers or their property in the courts of any other jurisdiction. To the extent that the Issuers have or hereafter may acquire immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property, the Issuers hereby irrevocably waive such immunity in respect of its obligations under this agreement.

11N. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11O. Descriptive Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

11P. Counterparts. This Agreement may be executed in any number of counterparts (or counterpart signature pages), each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of a facsimile or electronic transmission of an executed signature page shall be effective as delivery of an original.

11Q. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not (i) avoid the occurrence of an Event of Default or Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holders to prohibit (through equitable action or otherwise) the taking of any action by the Company or a Subsidiary which would result in an Event of Default or Default.

11R. WAIVER OF JURY TRIAL. THE ISSUERS AND THE HOLDERS OF THE NOTES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT

64

MATTER OF THIS TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE HOLDERS OF THE NOTES AND THE ISSUERS EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE HOLDERS OF THE NOTES AND THE ISSUERS FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11S. Severalty of Obligations. The sales of Notes to the Purchasers are to be several sales, and the obligations of the Purchasers under this Agreement are several obligations. Except as provided in paragraph 3E, no failure by any Purchaser to perform its obligations under this Agreement shall relieve any other Purchaser or any Issuer of any of its obligations hereunder, and no Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other Purchaser hereunder.

11T. Independent Investigation. Each Purchaser has made its own independent investigation of the condition (financial and otherwise), prospects and affairs of the Issuers in connection with its purchase of the Notes hereunder and has made and shall continue to make its own appraisal of the creditworthiness of the Issuers. No holder of Notes shall have any duty or responsibility to any other holder of Notes, either initially or on a continuing basis, to make any such investigation or appraisal or to provide any credit or other information with respect thereto. No holder of Notes is acting as agent or in any other fiduciary capacity on behalf of any other holder of Notes.

11U. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

[Remainder of page intentionally left blank. Next page is signature page.]

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Please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the Issuers, whereupon this letter shall become a binding agreement between the Issuers and each Purchaser.

Very truly yours,
AARON’S, INC.
By:
Name:	Gilbert L. Danielson
Title:	Executive Vice President
	and Chief Financial Officer
AARON INVESTMENT COMPANY
By:
Name:	Gilbert L. Danielson
Title:	Vice President and Treasurer

The foregoing Agreement is hereby accepted

as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:
Name:
Title:	Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

LIBERTY NATIONAL LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

FARMERS INSURANCE EXCHANGE
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

WILLIAM PENN LIFE INSURANCE COMPANY OF NEW YORK
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

FARMERS NEW WORLD LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

ZURICH AMERICAN INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

MID CENTURY INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

AMERICAN INCOME LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

GLOBE LIFE AND ACCIDENT INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)

By:
Name:
Title:	Vice President

SCHEDULE A

PURCHASER SCHEDULE

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in Which to Register Note(s)	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Note Registration number(s); principal amount(s)	RA-1; $36,423,000 RA-2; $40,751,800 RA-3; $76,077,000
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-021]Number: 091000022 Account Name: Paying Agent DDA – Aaron’s, Inc. [Prudential Managed Portfolio] Account [No.: P86188 (please do not include spaces) ]Number: 104791306624 [Ref: “Accompanying Information” below.]FFC: 184031-700
Accompanying Information	Name of Issuers:        AARON’S, INC.     AARON INVESTMENT COMPANY Security:                      4.75% Series A Senior Notes April 14, 2021 PPN:                             00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices Related to Payments	The Prudential Insurance Company of America c/o [Investment Operations Group]PGIM, Inc. Prudential Tower 655 Broad Street [Gateway Center Two, 10]14th Floor - South Tower [100 Mulberry Street] Newark, NJ 07102[-4077] [Attn: Manager, Billings and Collections] Attention: PIM Private Accounting Processing Team [Recipient of telephonic prepayment Notices:] [Manager, Trade Management Group] [Telephone: (973) 367-3141] [Facsimile: (888) 889-3832]Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address/Fax for All Other Notices	The Prudential Insurance Company of America c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, GA 30309 Attn: Managing Director cc: Vice President and Corporate Counsel

Schedule A-1

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Delivery of Notes	[Prudential Capital Group]Send physical security by nationwide overnight delivery service to: PGIM, Inc. [1075 Peachtree Street, Suite 3600]655 Broad Street [Atlanta, GA 30309] 14th Floor - South Tower Newark, NJ 07102 Attention: Michael [Fierro]Iacono - Trade Management Manager [Telephone: (404) 870-3753]cc: michael.fierro@prudential.com
Signature Block	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President
Tax Identification Number	22-1211670

Schedule A-2

Purchaser Name	[THE PRUDENTIAL]UNITED OF OMAHA LIFE INSURANCE COMPANY[ OF AMERICA]
Name in Which to Register Note(s)	[THE PRUDENTIAL]UNITED OF OMAHA LIFE INSURANCE COMPANY[ OF AMERICA]
Note Registration number(s); principal amount(s)	RA-[2]4; $[40,751,800]16,194,500
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-021]Number: 091000022 Account Name: [ The Prudential—Privest Portfolio]Paying Agent DDA – Aaron’s, Inc. Account [No.: P86189 (please do not include spaces) ]Number: 104791306624 [Ref: “Accompanying Information” below.]FFC: 184031-700
Accompanying Information	Name of Issuers:        AARON’S, INC.     AARON INVESTMENT COMPANY Security:                      4.75% Series A Senior Notes April 14, 2021 PPN:                             00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices Related to Payments	[The Prudential Insurance Company of America]JPMorgan Chase Bank [c/o Investment Operations Group] [Gateway Center Two, 10th Floor]14201 Dallas Parkway - 13th Floor [100 Mulberry Street] [Newark, NJ 07102-4077] Dallas, TX 75254-2917 Attn: [ Manager, Billings and Collections]Income Processing - G. Ruiz [Recipient of telephonic prepayment Notices:] [Manager, Trade Management Group] [Telephone: (973) 367-3141] [Facsimile: (888) 889-3832]Ref: a/c: G09588
Address/Fax for All Other Notices	[The ]Prudential [Insurance Company of America]Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, [GA ]Georgia 30309 [Attn]Attention: Managing Director cc: Vice President and Corporate Counsel

Schedule A-3

Purchaser Name	[THE PRUDENTIAL]UNITED OF OMAHA LIFE INSURANCE COMPANY[ OF AMERICA]
Delivery of Notes	[Prudential Capital Group]Send physical security by nationwide overnight delivery service to: [1075 Peachtree Street, Suite 3600] [Atlanta, GA 30309] JPMorgan Chase Bank 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: [Michael Fierro]Physical Receive Department Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (United of Omaha Life Insurance Company; Account Number: G09588) cc: michael.fierro@prudential.com and [Telephone: (404) 870-3753] Private.Disbursements@Prudential.com
Signature Block	[THE PRUDENTIAL]UNITED OF OMAHA LIFE INSURANCE COMPANY[ OF AMERICA] By:______________________________[_____] Prudential Private Placement Investors, L.P. (as Investment Advisor) By:  Prudential Private Placement Investors, Inc. (as its General Partner)         By: ______________________________         Name: Title: Vice President
Tax Identification Number	[22]47-[1211670] 0322111

Schedule A-4

Purchaser Name	[THE PRUDENTIAL]LIBERTY NATIONAL LIFE INSURANCE COMPANY[ OF AMERICA]
Name in Which to Register Note(s)	[THE PRUDENTIAL]LIBERTY NATIONAL LIFE INSURANCE COMPANY[ OF AMERICA]
Note Registration number(s); principal amount(s)	RA-[3]5; $[76,077,000]10,075,200
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021-000-021]Number: 091000022 Account Name: [ Prudential GM Buyout Private Custody]Paying Agent DDA – Aaron’s, Inc. Account [No.: P30819 (please do not include spaces)]Number: 104791306624 [Ref: “Accompanying Information” below.]FFC: 184031-700
Accompanying Information	Name of Issuers:        AARON’S, INC.     AARON INVESTMENT COMPANY Security:                      4.75% Series A Senior Notes April 14, 2021 PPN:                             00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices Related to Payments	[The Prudential Insurance Company of America]Torchmark Corporation [c/o Investment Operations Group] [Gateway Center Two, 10th Floor] [100 Mulberry Street] [Newark, NJ 07102-4077] [Attn: Manager, Billings and Collections] [Recipient of telephonic prepayment Notices:] [Manager, Trade Management Group] [Telephone: (973) 367-3141] Attention: Alan Hintz 3700 S. Stonebridge Drive McKinney, TX 75070 Email: AHINTZ@torchmarkcorp.com Phone: (972) 569-3694 [Facsimile: (888) 889-3832]Fax: (972) 569-3282
Address/Fax for All Other Notices	[The ]Prudential [Insurance Company of America]Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, [GA ]Georgia 30309 [Attn]Attention: Managing Director cc: Vice President and Corporate Counsel

Schedule A-5

Purchaser Name	[THE PRUDENTIAL]LIBERTY NATIONAL LIFE INSURANCE COMPANY[ OF AMERICA]
Delivery of Notes	[Prudential Capital Group]Send physical security by nationwide overnight delivery service to: Northern Trust Company Trade Securities Processing – C1-N [1075 Peachtree Street, Suite 3600]801 S. Canal Street [Atlanta, GA 30309] Chicago, IL 60607 Attention: [Michael Fierro]Wanda Ross Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Acct. Name: LNL PFG PVT; Acct #: 44-67977) cc: michael.fierro@prudential.com and [Telephone: (404) 870-3753] Private.Disbursements@Prudential.com
Signature Block	[THE PRUDENTIAL]LIBERTY NATIONAL LIFE INSURANCE COMPANY[ OF AMERICA] By:______________________________[_____] Prudential Private Placement Investors, L.P. (as Investment Advisor) By:  Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Name: Title: Vice President
Tax Identification Number	[22]63-[1211670] 0124600

Schedule A-6

[]Purchaser Name	[UNITED OF OMAHA LIFE]FARMERS INSURANCE [COMPANY]EXCHANGE
Name in Which to Register Note(s)	[UNITED OF OMAHA LIFE]FARMERS INSURANCE [COMPANY]EXCHANGE
Senior Note Registration [number]Number(s); [principal amount]Principal Amount(s)	RA-[4]6; $[16,194,500]9,559,830
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [All principal, interest and Yield-Maintenance Amount payments:] [JPMorgan Chase Bank] [4 Metro Tech—16th floor—Mail Code NY1-C512] [Brooklyn, NY 11245] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No. 021-000-021]Number: 091000022 [Private Income Processing] [For Credit to account: 900-9000200] [For further credit to Account Name: United of Omaha Life] [ Insurance Company] [For further credit to Account Number: G09588] [Ref: “Accompanying Information” below] [For all other payments:] [JPMorgan Chase Bank] [4 Metro Tech—16th floor—Mail Code NY1-C512] [Brooklyn, NY 11245] [ABA No. 021-000-021] [Account No. G09588] Account Name: [ United of Omaha Life Insurance Co.]Paying Agent DDA – Aaron’s, Inc. Account Number: 104791306624 [Each such wire transfer shall set forth the name of the Company, a reference to “4.75% Senior Notes due April 14, 2021, PPN 00256@ AB5” and the due date and application (e.g., type of fee) of the payment being made]FFC: 184031-700
Accompanying [Information]information	Name of Issuers:        AARON’S, INC.     AARON INVESTMENT COMPANY Security:                      4.75% Series A Senior Notes April 14, 2021 PPN:                             00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

Schedule A-7

[Address/Fax for ]Notices [Related]Relating to Payments	[JPMorgan Chase Bank]Farmers [14201 Dallas Parkway—13th Floor] [Dallas, TX 75254-2917] [Attn: Income Processing—G. Ruiz] 4680 Wilshire Blvd. Los Angeles, CA 90010 Attention: Treasury Treasury: Treasury Manager 323-932-3450 [Ref: a/c: G09588]usw.treasury.farmers@farmersinsurance.com
[Address/Fax for ]All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, [Georgia ]GA 30309 Attention: Managing Director cc: Vice President and Corporate Counsel
Delivery of Notes	Send physical security by nationwide overnight delivery service to: JPMorgan Chase Bank, N.A. Physical Receive Department 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive DepartmentBrian Cavanaugh, Tel. 718-242-0264 [Ref: United of Omaha Life Insurance Company; Account Number: G09588] Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (“P13939 - Farmers Insurance Exchange”) and CUSIP information. cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
Form Signature Block	[UNITED OF OMAHA LIFE]FARMERS INSURANCE [COMPANY]EXCHANGE By:   Prudential Private Placement Investors, L.P. (as Investment Advisor) By:   Prudential Private Placement Investors, Inc. (as its General Partner) By:[ ___]___________________________ Name: Title: Vice President
Tax Identification Number	[47]95-[0322111] 2575893

Schedule A-8

Purchaser Name	[LIBERTY NATIONAL]WILLIAM PENN LIFE INSURANCE COMPANY OF NEW YORK
Name in Which to Register Note(s)	[LIBERTY NATIONAL LIFE INSURANCE COMPANY]HARE & CO, LLC
Note Registration number(s); principal amount(s)	RA-[5]7; $[10,075,200]8,731,700
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [Bank of New York Mellon] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA[: 021000018] Number: 091000022 [GLA# 111566] [Acct. Name: Liberty National Life Ins. Co. PFG Pvt.] [Acct #: 6372288400] Account Name: Paying Agent DDA – Aaron’s, Inc. Account Number: 104791306624 [Ref: “Accompanying Information” below]FFC: 184031-700
Accompanying Information	Name of Issuers:        AARON’S, INC.     AARON INVESTMENT COMPANY Security:                      4.75% Series A Senior Notes April 14, 2021 PPN:                             00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices Related to Payments	[Torchmark Corporation]William Penn Life Insurance Company of New York 3275 Bennett Creek Ave. Fredrick, MD 21704 Attention: [ Alan Hintz] [3700 S. Stonebridge Drive] [McKinney, TX 75070] [Email: AHINTZ@torchmarkcorp.com] [Phone: (972) 569-3694] [Fax: (972) 569-3282]Investment Accounting
Address/Fax for All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, Georgia 30309 Attention: Managing Director cc: Vice President and Corporate Counsel

Schedule A-9

Purchaser Name	[LIBERTY NATIONAL]WILLIAM PENN LIFE INSURANCE COMPANY OF NEW YORK
Delivery of Notes	[Bank of New York Mellon]Send physical security by nationwide overnight delivery service to: [1 Wall Street, 3rd Floor, Window A] [New York, NY 10286] [Ref: Acct. Name: Liberty National Life Ins. Co. PFG Pvt.; Acct #: 637228] The Depository Trust Company 570 Washington Blvd - 5th floor Jersey City, NJ 07310 Attention: BNY Mellon/Branch Deposit Department For account: U.S. Bank N.A. #117612 cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
Signature Block	[LIBERTY NATIONAL]WILLIAM PENN LIFE INSURANCE COMPANY OF NEW YORK By:   Prudential Private Placement Investors, L.P. (as Investment Advisor) By:   Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Name: Title: Vice President
Tax Identification Number	[63]13-[0124600] 1976260

Schedule A-10

Purchaser Name	FARMERS NEW WORLD LIFE INSURANCE [EXCHANGE]COMPANY
Name in [Which]which Notes are to [Register]be [Note(s)]registered	FARMERS NEW WORLD LIFE INSURANCE [EXCHANGE]COMPANY
[Senior Note ]Registration [Number]number(s); [Principal Amount]principal amount(s)	RA-[6]8; $[9,559,830]8,433,000
Payment on [Account]account of Note Method Account [Information] information	Federal Funds Wire Transfer [JPMorgan Chase Bank] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA[: 021000021] Number: 091000022 [Beneficiary Account No: 9009000200] [Beneficiary Account Name: JPMorgan Income]Account Name: Paying Agent DDA – Aaron’s, Inc. [Ultimate Beneficiary: P13939 Farmers Insurance Exchange] Account Number: 104791306624 [Ref: “Accompanying Information” below]FFC: 184031-700
Accompanying information	Name of Issuers:     AARON’S, INC.                                  AARON INVESTMENT COMPANY Security:                 4.75% Series A Senior Notes April 14, 2021 PPN:                        00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Notices Relating to Payments	investment.accounting@farmersinsurance.com or Farmers Insurance Company Attention: Investment Accounting Team 4680 Wilshire Blvd., 4th Floor Los Angeles, CA 90010 and investments.operations@farmersinsurance.com or Farmers New World Life Insurance Company Attention: [Treasury]Investment Operations Team [Treasury:] [Treasury Manager] [323-932-3450] 3003 77th Avenue Southeast, 5th Floor [usw.treasury.farmers@farmersinsurance.com] Mercer Island, WA 98040-2837

Schedule A-11

Purchaser Name	FARMERS NEW WORLD LIFE INSURANCE [EXCHANGE]COMPANY
All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, GA 30309 Attention: Managing Director cc: Vice President and Corporate Counsel
Delivery of Notes	Send physical security to: JPMorgan Chase Bank, N.A. Physical Receive Department 4 Chase Metrotech Center , 3rd Floor Brooklyn, NY 11245-0001 Attention: [Brian Cavanaugh, Tel. 718-242-0264]Physical Receive Department [Ref: P13939 Farmers Insurance Exchange] Brian Cavanaugh Telephone: (718) 242-0264 Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (“P58834 – Farmers New World Life Private Placement”) and CUSIP information. cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
Form Signature Block	FARMERS NEW WORLD LIFE INSURANCE [EXCHANGE]COMPANY By:   Prudential Private Placement Investors, L.P. (as Investment Advisor) By:   Prudential Private Placement Investors, Inc. (as its General Partner) By:                                                               Name: Title: Vice President
Tax Identification Number	[95]91-[2575893] 0335750

Schedule A-12

Purchaser Name	[WILLIAM PENN LIFE]ZURICH AMERICAN INSURANCE COMPANY[ OF NEW YORK]
Name in [Which]which Notes are to [Register]be [Note(s)]registered	HARE & CO., LLC
[Note ]Registration number(s); principal amount(s)	RA-[7]9; $[8,731,700]4,656,900
Payment on [Account]account of Note Method Account [Information]information	Federal Funds Wire Transfer [The Bank of New York/Mellon] [One Wall Street] [3rd Floor / Window A] [New York, NY 10286] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021000018]Number: 091000022 Account Name: Paying Agent DDA – Aaron’s, Inc. [Bnf/]Account[: GLA 111566] Number: 104791306624 [Attention: P&I Dept] [Ref: “Accompanying Information” below]FFC: 184031-700
Accompanying [Information]information	Nameof Issuers: AARON’S, INC.                              AARONINVESTMENT COMPANY Security:             4.75% Series A Senior Notes April 14, 2021 PPN:                    00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
[Address/Fax for ]Notices [Related]Relating to Payments	[William Penn Life Insurance Company of New York]Zurich North America [3275 Bennett Creek Ave.] [Fredrick, MD 21704] Attn: Treasury 3rd Flr West Bar 1299 Zurich Way Schaumburg, IL 60196 [Attention: Investment Accounting]Contact: usz.fa.treasury@zurichna.com
[Address/Fax for ]All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, Georgia 30309 [Attention]Attn: Managing Director cc:    Vice President and Corporate Counsel

Schedule A-13

Purchaser Name	[WILLIAM PENN LIFE]ZURICH AMERICAN INSURANCE COMPANY[ OF NEW YORK]
Delivery of Notes	[Hare & Co]Send physical security by nationwide overnight delivery service to: The [Bank of New York]Depository Trust Company [One Wall Street – 3rd Floor/Window A] [New York, NY 10286] 570 Washington Blvd - 5th floor Jersey City, NJ 07310 Attention: [Securities Processing]BNY Mellon/Branch Deposit Department [Ref: Account: U.S. Bank N.A. #117612]Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Zurich American Insurance Co.-Private Placements; Account Number: 399141). cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
Signature Block	[WILLIAM PENN LIFE]ZURICH AMERICAN INSURANCE COMPANY[ OF NEW YORK] By:   Prudential Private Placement Investors, L.P. (as Investment Advisor) By:   Prudential Private Placement Investors, Inc. (as its General Partner) By:                                                           Name: Title: Vice President
Tax Identification Number	[13]36-[1976260] 4233459

Schedule A-14

[]Purchaser Name	[FARMERS NEW WORLD LIFE]MID CENTURY INSURANCE COMPANY
Name in [which Notes are]Which to [be]Register [registered]Note(s)	[FARMERS NEW WORLD LIFE]MID CENTURY INSURANCE COMPANY
Senior Note Registration [number]Number(s); [principal amount]Principal Amount(s)	RA-[8]10; $[8,433,000]4,097,070
Payment on [account]Account of Note Method Account [information]Information	Federal Funds Wire Transfer [JPMorgan Chase Bank] [New York, NY] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No.: 021000021]Number: 091000022 [Account No.: 9009000200] Account Name: [ SSG Private Income Processing]Paying Agent DDA – Aaron’s, Inc. [For further credit to ]Account [P58834 Farmers NWL]Number: 104791306624 [Ref: “Accompanying Information” below]FFC: 184031-700
Accompanying information	Name of Issuers:         AARON’S, INC.                                      AARON INVESTMENT COMPANY Security:                     4.75% Series A Senior Notes April 14, 2021 PPN:                           00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Notices Relating to Payments	[investment.accounting@farmersinsurance.com] [ or] Farmers[ Insurance Company] [Attention: Investment Accounting Team] 4680 Wilshire Blvd.[, 4th Floor] Los Angeles, CA 90010 [and] [investments.operations@farmersinsurance.com] [ or] [Farmers New World Life Insurance Company] Attention: [Investment Operations Team]Treasury [3003 77th Avenue Southeast, 5th Floor] Treasury: Treasury Manager 323-932-3450 [Mercer Island, WA 98040-2837]usw.treasury.farmers@farmersinsurance.com

Schedule A-15

[]Purchaser Name	[FARMERS NEW WORLD LIFE]MID CENTURY INSURANCE COMPANY
All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, GA 30309 Attention: Managing Director cc: Vice President and Corporate Counsel
Delivery of Notes	Send physical security by nationwide overnight delivery service to: JPMorgan Chase Bank, N.A. Physical Receive Department 4 Chase Metrotech Center , 3rd Floor Brooklyn, NY 11245-0001 Attention: Brian Cavanaugh, Tel. 718-242-0264 [Ref: Account number “P58834 – Farmers New World Life Private Placement] Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (“G23628 - Mid Century Insurance Company”) and CUSIP information. cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
Form Signature Block	[FARMERS NEW WORLD LIFE]MID CENTURY INSURANCE COMPANY By:   Prudential Private Placement Investors, L.P. (as Investment Advisor) By:   Prudential Private Placement Investors, Inc. (as its General Partner) By:                                                   Name: Title: Vice President
Tax Identification Number	[91]95-[0335750] 6016640

Schedule A-16

Purchaser Name	[ZURICH ]AMERICAN INCOME LIFE INSURANCE COMPANY
Name in [which Notes are]Which to [be]Register [registered]Note(s)	[HARE & CO., LLC]AMERICAN INCOME LIFE INSURANCE COMPANY
Note Registration number(s); principal amount(s)	RA-[9]11; $[4,656,900]4,000,000
Payment on [account]Account of Note Method Account [information]Information	Federal Funds Wire Transfer [The Bank of New York] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA [No: 021000018]Number: 091000022 [BNF: IOC566] [Attn: PP P&I Department] [Ref: ZAIC Private Placements, Cusip] Account Name: Paying Agent DDA – Aaron’s, Inc. Account Number: 104791306624 [Each such wire transfer shall set the “Accompanying Information” below]FFC: 184031-700
Accompanying [information]Information	Name of Issuers:         AARON’S, INC.                                      AARON INVESTMENT COMPANY Security:                       4.75% Series A Senior Notes April 14, 2021 PPN:                             00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices [Relating]Related to Payments	[Zurich North America]Torchmark Corporation [Attn: Treasury T1-19] [1400 American Lane] [Schaumburg, IL 60196-1056] [Contact: Mary Fran Callahan, Vice President-Treasurer] [Telephone: (847) 605-6447] [Facsimile: (847) 605-7895] Attention: Alan Hintz 3700 S. Stonebridge Drive McKinney, TX 75070 Email: AHINTZ@torchmarkcorp.com Phone: (972) 569-3694 [E-mail: mary.callahan@zurichna.com]Fax: (972) 569-3282
Address/Fax for All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, Georgia 30309 [Attn]Attention: Managing Director cc: Vice President and Corporate Counsel

Schedule A-17

Purchaser Name	[ZURICH ]AMERICAN INCOME LIFE INSURANCE COMPANY
Delivery of Notes	[Bank of New York]Send physical security by nationwide overnight delivery service to: [Window A] [One Wall Street, 3rd Floor] [New York, NY 10286] [Ref: Zurich American Insurance Co.-Private Placements; Account Number: 399141] Northern Trust Company Trade Securities Processing – C1-N 801 S. Canal Street Chicago, IL 60607 Attention: Wanda Ross Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Acct. Name: AIL PFG PVT; Acct #: 44-67953). cc: [Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
Signature Block	[ZURICH ]AMERICAN INCOME LIFE INSURANCE COMPANY By:   Prudential Private Placement Investors, L.P. (as Investment Advisor) By:   Prudential Private Placement Investors, Inc. (as its General Partner) By:                                                           Name: Title: Vice President
Tax Identification Number	[36]74-[4233459] 1365936

Schedule A-18

Purchaser Name	[MID CENTURY]GLOBE LIFE AND ACCIDENT INSURANCE COMPANY
Name in Which to Register Note(s)	[MID CENTURY]GLOBE LIFE AND ACCIDENT INSURANCE COMPANY
[Senior ]Note Registration [Number]number(s); [Principal Amount]principal amount(s)	RA-[10]12; $[4,097,070]3,000,000
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [JPMorgan Chase Bank] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA[: 021000021] Number: 091000022 [Beneficiary Account No: 9009000200] [Beneficiary Account Name: JPMorgan Income]Account Name: Paying Agent DDA – Aaron’s, Inc. [Ultimate Beneficiary: G23628 Mid Century Insurance Company] Account Number: 104791306624 [Ref: “Accompanying Information” below]FFC: 184031-700
Accompanying [information]Information	Name of Issuers:         AARON’S, INC.                                      AARON INVESTMENT COMPANY Security:                      4.75% Series A Senior Notes April 14, 2021 PPN:                            00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices [Relating]Related to Payments	[Farmers]Torchmark Corporation [4680 Wilshire Blvd.] [Los Angeles, CA 90010] Attention: [Treasury]Alan Hintz 3700 S. Stonebridge Drive McKinney, TX 75070 [Treasury:]Email: AHINTZ@torchmarkcorp.com [Treasury Manager] [323-932-3450] Phone: (972) 569-3694 [usw.treasury.farmers@farmersinsurance.com] Fax: (972) 569-3282
Address/Fax for All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, [GA ]Georgia 30309 Attention: Managing Director cc: Vice President and Corporate Counsel

Schedule A-19

Purchaser Name	[MID CENTURY]GLOBE LIFE AND ACCIDENT INSURANCE COMPANY
Delivery of Notes	[JPMorgan Chase Bank, N.A.]Send physical security by nationwide overnight delivery service to: [Physical Receive Department] [4 Chase Metrotech Center] [3rd Floor] [Brooklyn, NY 11245-0001] Northern Trust Company Trade Securities Processing – C1-N 801 S. Canal Street Chicago, IL 60607 Attention: [Brian Cavanaugh, Tel. 718-242-0264]Wanda Ross [Ref: G23628 Mid Century Insurance Company] Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Acct. Name: GLB PFG PVT; Acct #: 44-67975). cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com
[Form ]Signature Block	[MID CENTURY]GLOBE LIFE AND ACCIDENT INSURANCE COMPANY By:         Prudential Private Placement Investors,                L.P. (as Investment Advisor) By:         Prudential Private Placement Investors, Inc.                (as its General Partner) By:                                                           Name: Title: Vice President
Tax Identification Number	[95]63-[6016640] 0782739

Schedule A-20

[Purchaser Name]	[AMERICAN INCOME LIFE INSURANCE COMPANY]
[Name in Which to Register Note(s)]	[AMERICAN INCOME LIFE INSURANCE COMPANY]
[Note Registration number(s); principal amount(s)]	[RA-11; $4,000,000]
[Payment on Account of Note ] [Method] [Account Information]	[Federal Funds Wire Transfer] [Bank of New York Mellon] [ABA: 021000018] [GLA# 111566] [Acct. Name: American Income Life Ins. Co. PFG Pvt.] [Acct #: 6372298400] [Ref: “Accompanying Information” below]
[Accompanying Information]	[Name of Issuers: AARON’S, INC.] [ AARON INVESTMENT COMPANY ] [Description of] [Security: 4.75% Series A Senior Notes April 14, 2021] [PPN: 00256@ AB5] [Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.]
[Address/Fax for Notices Related to Payments]	[Torchmark Corporation] [Attention: Alan Hintz] [3700 S. Stonebridge Drive] [McKinney, TX 75070] [Email: AHINTZ@torchmarkcorp.com] [Phone: (972) 569-3694] [Fax: (972) 569-3282]
[Address/Fax for All Other Notices]	[Prudential Private Placement Investors, L.P.] [c/o Prudential Capital Group] [1075 Peachtree Street, Suite 3600] [Atlanta, Georgia 30309] [Attention: Managing Director] [cc: Vice President and Corporate Counsel]
[Delivery of Notes]	[Bank of New York Mellon] [1 Wall Street, 3rd Floor, Window A] [New York, NY 10286] [Ref: Acct. Name: American Income Life Ins. Co. PFG Pvt.; Acct #: 637229] [cc: Prudential Capital Group]
[Signature Block]	[AMERICAN INCOME LIFE INSURANCE COMPANY] [By: Prudential Private Placement Investors,] [ L.P. (as Investment Advisor)] [By: Prudential Private Placement Investors, Inc.] [(as its General Partner)] [ By: ______________________________] [ Name:] [ Title: Vice President]
[Tax Identification Number]	[74-1365936]

[

Schedule A-21

]

[Purchaser Name]	[GLOBE LIFE AND ACCIDENT INSURANCE COMPANY]
[Name in Which to Register Note(s)]	[GLOBE LIFE AND ACCIDENT INSURANCE COMPANY]
[Note Registration number(s); principal amount(s)]	[RA-12; $3,000,000]
[Payment on Account of Note ] [Method] [Account Information]	[Federal Funds Wire Transfer] [Bank of New York Mellon] [ABA: 021000018] [GLA# 111566] [Acct. Name: Globe Life and Accident Ins. Co. PFG Pvt.] [Acct #: 6372308400] [Ref: “Accompanying Information” below]
[Accompanying Information]	[Name of Issuers: AARON’S, INC.] [ AARON INVESTMENT COMPANY ] [Security: 4.75% Series A Senior Notes April 14, 2021] [PPN: 00256@ AB5] [Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.]
[Address/Fax for Notices Related to Payments]	[Torchmark Corporation] [Attention: Alan Hintz] [3700 S. Stonebridge Drive] [McKinney, TX 75070] [Email: AHINTZ@torchmarkcorp.com] [Phone: (972) 569-3694] [Fax: (972) 569-3282]
[Address/Fax for All Other Notices]	[Prudential Private Placement Investors, L.P.] [c/o Prudential Capital Group] [1075 Peachtree Street, Suite 3600] [Atlanta, Georgia 30309] [Attention: Managing Director] [cc: Vice President and Corporate Counsel]
[Delivery of Notes]	[Bank of New York Mellon] [1 Wall Street, 3rd Floor, Window A] [New York, NY 10286] [Ref: Acct. Name: Globe Life and Accident Ins. Co. PFG Pvt.; Acct #: 637230] [cc: Prudential Capital Group]
[Signature Block]	[GLOBE LIFE AND ACCIDENT INSURANCE COMPANY] [By: Prudential Private Placement Investors,] [ L.P. (as Investment Advisor)] [By: Prudential Private Placement Investors, Inc.] [(as its General Partner)] [ By: ______________________________] [ Name:] [ Title: Vice President]
[Tax Identification Number]	[63-0782739 ]

[

Schedule A-22

]

Purchaser Name	FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA
Name in Which to Register Note(s)	FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA
Note Registration number(s); principal amount(s)	RA-13; $3,000,000
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer [Bank of New York Mellon] Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor Charlotte, NC 28201 Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent ABA[: 021000018] Number: 091000022 [GLA# 111566] [Acct. Name: Family Heritage Life Ins. Co. of America PFG Pvt.] [Acct #: 4470598400] Account Name: Paying Agent DDA – Aaron’s, Inc. Account Number: 104791306624 [Ref: “Accompanying Information” below]FFC: 184031-700
Accompanying Information	Name of Issuers: AARON’S, INC.                              AARON INVESTMENT COMPANY Security:              4.75% Series A Senior Notes April 14, 2021 PPN:                    00256@ AB5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address/Fax for Notices Related to Payments	Torchmark Corporation Attention: Alan Hintz 3700 S. Stonebridge Drive McKinney, TX 75070 Email: AHINTZ@torchmarkcorp.com Phone: (972) 569-3694 Fax: (972) 569-3282
Address/Fax for All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1075 Peachtree Street, Suite 3600 Atlanta, Georgia 30309 Attention: Managing Director cc: Vice President and Corporate Counsel
Delivery of Notes	[Bank of New York Mellon]Send physical security by nationwide overnight delivery service to: [1 Wall Street, 3rd Floor, Window A] [New York, NY 10286] [Ref: Acct. Name: Family Heritage Life Ins. Co. of America PFG Pvt.; Acct #: 447059] Northern Trust Company Trade Securities Processing – C1-N 801 S. Canal Street Chicago, IL 60607 Attention: Wanda Ross Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Acct. Name: FHL PFG PVT; Acct #: 44-67955). cc:[ Prudential Capital Group] michael.fierro@prudential.com and Private.Disbursements@Prudential.com

Schedule A-23

Purchaser Name	FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA
Signature Block	FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA By:     Prudential Private Placement Investors,     L.P. (as Investment Advisor) By:     Prudential Private Placement Investors, Inc.     (as its General Partner)     By: ______________________________     Name:     Title: Vice President
Tax Identification Number	34-1626521

Schedule A-24

SCHEDULE 3F

CHANGES IN CORPORATE STRUCTURE

The merger of Merger Sub into Progressive Finance, with Progressive Finance being the survivor thereof on the Closing Date in accordance with the Closing Date Acquisition Documents.

Schedule 3F

SCHEDULE 5O

PROGRESSIVE FINANCE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
[Pango LLC]	[Utah]
Prog [Finance]Leasing, LLC	Delaware
[Prog Finance]NPRTO Arizona, LLC	Utah
[Prog Finance]NPRTO California, LLC	Utah
[Prog Finance]NPRTO Florida, LLC	Utah
[Prog Finance]NPRTO Georgia, LLC	Utah
[Prog Finance]NPRTO Illinois, LLC	Utah
[Prog Finance]NPRTO Michigan, LLC	Utah
[Prog Finance]NPRTO New York, LLC	Utah
[Prog Finance]NPRTO Ohio, LLC	Utah
[Prog Finance]NPRTO Texas, LLC	Utah
[Prog Finance]NPRTO Mid-West, LLC	Utah
[Prog Finance]NPRTO North-East, LLC	Utah
[Prog Finance]NPRTO South-East, LLC	Utah
[Prog Finance]NPRTO West, LLC	Utah
[NPRTO Arizona, LLC]	[Utah]
[NPRTO California, LLC]	[Utah]
[NPRTO Florida, LLC]	[Utah]
[NPRTO Georgia, LLC]	[Utah]
[NPRTO Illinois, LLC]	[Utah]
[NPRTO Michigan, LLC]	[Utah]
[NPRTO New York, LLC]	[Utah]
[NPRTO Ohio, LLC]	[Utah]
[NPRTO Texas, LLC]	[Utah]
[NPRTO Mid-West, LLC]	[Utah]
[NPRTO North-East, LLC]	[Utah]
[NPRTO South-East, LLC]	[Utah]
[NPRTO West, LLC]	[Utah]

* Note: Amended to reflect removal of Inactive Subsidiaries of Progressive Finance referenced in Schedule 10 below

Schedule 5O

SCHEDULE 6C

EXISTING INDEBTEDNESS

[As of the Date of Closing:]

[1. The Company has $3,250,000 of outstanding Indebtedness incurred under that certain Loan Agreement by and among Fort Bend Industrial Development Corporation and Aaron Rents, Inc., dated on or about October 1, 2000.]

[2. Current Outstanding Capital Lease Obligations in the amount of $13,846,776]

[3. Indebtedness in an amount up to $75,000,000 under the MetLife NPA]

[4. Indebtedness in an amount up to $125,000,000 under the Existing Note Purchase Agreement ]

None.

Schedule 6C

SCHEDULE 6D

EXISTING LIENS

None[; except for any Liens securing the Capitalized Lease Obligations described on Schedule 6C so long as such Liens do not extent to any asset other than the leased property relating to such Capital Lease and any proceeds thereof. ].

Schedule 6D

SCHEDULE 6G

EXISTING INVESTMENTS

[1. ]1. Investment in Perfect Home Holdings Limited having a cost basis of approximately $21.3 million at March 31, 2014.

[2. Investments in corporate bonds having a cost basis of approximately $87.0 million at March 31, 2014.]

[3.]2. Investments in Subsidiaries existing as of the Fourth Amendment Closing Date as set forth below:

[Legal Name of Entity]	[Jurisdiction of Organization]	[Ownership]
[Aaron’s Production Company ]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Investment Company]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[99 LTO, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Logistics, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Procurement Company, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Strategic Services, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Foundation, Inc.*]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Rents Canada, ULC*]	[Canada]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Rents, Inc. Puerto Rico*]	[Puerto Rico]	[100% of the equity is owned by Aaron’s, Inc.]
[Virtual Acquisition Company, LLC**]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]

[

Schedule 6G

]

[SUBSIDIARIES ACQUIRED ON THE CONSUMMATION OF THE CLOSING DATE ACQUISITION]

[SP GE VIII-B Progressive Blocker Corp.*]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[SP SD IV-B Progressive Blocker Corp.*]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[Progressive Finance Holdings, LLC]	[Delaware]	[100% of the equity will be owned by one or more of Blocker Corporations, Aaron’s, Inc. or another Obligor]
[Pango LLC]	[Utah]	[100% of the equity is owned by Progressive Finance Holdings, LLC]
[Prog Finance, LLC]	[Delaware]	[100% of the equity is owned by Progressive Finance Holdings, LLC]
[Prog Finance Arizona, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance California, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Florida, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Georgia, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Illinois, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Michigan, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance New York, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Ohio, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Texas, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Mid-West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance North-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance South-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Arizona, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO California, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]

Schedule 6G

[NPRTO Florida, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Georgia, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Illinois, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Michigan, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO New York, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Ohio, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Texas, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Mid-West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO North-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO South-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]

Legal Name of Entity	Jurisdiction of Organization	Status	Ownership
Aaron Investment Company	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
99LTO, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Logistics, LLC	Georgia	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Procurement Company, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Strategic Services, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron Rents Canada, ULC	Canada	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Progressive Holding Company	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Progressive Finance Holdings, LLC	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Woodhaven Furniture Industries, LLC	Georgia	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Pango LLC	Utah	Inactive	100% of the equity is owned by Progressive Finance Holdings, LLC
Prog Leasing, LLC	Delaware	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC

Schedule 6G

Prog Finance Arizona, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance California, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Florida, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Georgia, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Illinois, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Michigan, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance New York, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Ohio, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Texas, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Mid-West, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance North-East, LLC	Utah	Inactive	100% of the equity is owned by Prog Finance, LLC
Prog Finance South-East, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance West, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
NPRTO Arizona, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO California, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Florida, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Georgia, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Illinois, LLC	Utah	Guarantor	100% of the equity is owned by Prog Finance, LLC
NPRTO Michigan, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO New York, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Ohio, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Texas, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Mid-West, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO North-East, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO South-East, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO West, LLC	Utah	Guarantor	100% of the equity is owned by Prog Finance, LLC

Schedule 6G

Approve.Me LLC	Utah	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC
AM2 Enterprises, LLC	Utah	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC
Dent-A-Med, Inc.	Oklahoma	*(See Note Below)	100% of the equity is owned by Progressive Finance Holdings, LLC
HC Recovery, Inc.	Oklahoma	*(See Note Below)	100% of the equity is owned by Progressive Finance Holdings, LLC

*[Not an Obligor or Subsidiary Guarantor]Note: Dent-A-Med, Inc. and HC Recovery, Inc. are not Subsidiary Guarantors as of the Fourth Amendment Effective Date but are required to become Subsidiary Guarantors thereafter in accordance with the terms of the Note Purchase Agreement.

[**Will merge out of existence on the Closing Date]

Schedule 6G

SCHEDULE 8B

DISCLOSURE DOCUMENTS

None

Schedule 8B

SCHEDULE 8G

RESTRICTIONS ON INDEBTEDNESS

Restrictions on incurring additional Indebtedness are contained in documents associated with the following existing agreements and documents:

1. The SunTrust Agreement

2. The SunTrust Loan Facility Agreement

3. The MetLife NPA

4. The Existing Note Purchase Agreement

Schedule 8G

SCHEDULE 8I

USE OF PROCEEDS

The proceeds from the sale of the Notes will be used by the Issuers to finance the Closing Date Acquisition, for payment of related transactions expenses and fees and for general corporate purposes.

Schedule 8I

SCHEDULE 10

INACTIVE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
99LTO, LLC	Georgia
Aaron’s Procurement Company, LLC	Georgia
Aaron’s Strategic Services, LLC	Georgia
Aaron’s Canada, ULC	Canada
Pango LLC	Utah
Prog Finance Arizona, LLC	Utah
Prog Finance California, LLC	Utah
Prog Finance Florida, LLC	Utah
Prog Finance Georgia, LLC	Utah
Prog Finance Illinois, LLC	Utah
Prog Finance Michigan, LLC	Utah
Prog Finance New York, LLC	Utah
Prog Finance Ohio, LLC	Utah
Prog Finance Texas, LLC	Utah
Prog Finance Mid-West, LLC	Utah
Prog Finance North-East, LLC	Utah
Prog Finance South-East, LLC	Utah
Prog Finance West, LLC	Utah
DAMI, LLC	Oklahoma

[Exhibit A-][39]Schedule 10

EXHIBIT A

[FORM OF NOTE]

AARON’S, INC.

AARON INVESTMENT COMPANY

4.75% SERIES A SENIOR NOTE DUE APRIL 14, 2021

No. RA-[    ]	[Date]
$[            ]	PPN: 00256@ AB5

FOR VALUE RECEIVED, the undersigned, AARON’S, INC. (together with its successors, herein called the “Company”), a corporation organized and existing under the laws of the State of Georgia, and AARON INVESTMENT COMPANY (together with its successors, herein called “AIC”, and together with the Company, collectively, the “Issuers”), a corporation organized and existing under the laws of Delaware, hereby jointly and severally promise to pay to [                        ], or registered assigns, the principal sum of [                        ] DOLLARS (or so much thereof as shall not have been prepaid) on April 14, 2021, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.75% per annum from the date hereof, payable quarterly on the 14th day of January, April, July, and October in each year, commencing with July 14, 2014 or the next such payment date succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) (i) to the extent permitted by law, on any overdue payment interest and (ii) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.75% or (ii) 2.0% over the rate of interest publicly announced by the Bank of New York from time to time in New York City, New York as its “base” or “prime” rate.

Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of the Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Series A Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated as of April 14, 2014 (as from time to time amended, herein called the “Note Purchase Agreement”), among the Issuers and the original purchasers of the Notes named in the Purchaser Schedule attached thereto and is entitled to the benefits thereof.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers shall not be affected by any notice to the contrary.

Exhibit A-1

The Issuers agree to make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement.

In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Note Purchase Agreement.

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK.

AARON’S, INC.

By:

Name:

Title:

AARON INVESTMENT COMPANY

By:

Name:

Title:

Exhibit A-2

EXHIBIT B

PAYMENT INSTRUCTIONS

[COMPANY LETTERHEAD]

April 14, 2014

To the Purchasers identified on Schedule A

to the Note Purchase Agreement dated

as of April 14, 2014 by each of the Issuers

with each of the Purchasers (the “Note Purchase Agreement”)

Re: Payment Instructions

Dear Sirs:

Pursuant to paragraph 2 of the Note Purchase Agreement, we hereby deliver to you our written instructions for payment by you of the purchase price for the Notes. Capitalized terms used in this letter and not defined herein shall have the definitions given such terms in the Note Purchase Agreement.

Deliver the purchase price for the Notes no later than the Date of Closing by transferring by wire transfer through the Fedwire Funds Transfer System immediately available funds to the following account of the Issuers:

Bank Name: SunTrust Bank

Bank Location: Atlanta, Georgia

ABA Transit No. 061000104

Account No. 8800631981

Account Name: Aaron’s, Inc. Wire Account

Please confirm the origination of the wire transfer by telephonically providing our attorneys applicable FED reference numbers.

Sincerely,

AARON’S, INC.

By:

Name:

Title:

Exhibit B-1

AARON INVESTMENT COMPANY

By:

Name:

Title:

Exhibit B-2

EXHIBIT C

OPINION OF COUNSEL FOR THE OBLIGORS

Attached.

Exhibit C

EXHIBIT D

FORM OF INTERCREDITOR AGREEMENT

Attached.

Exhibit D

EXHIBIT E

FORM OF SUBSIDIARY GUARANTEE AGREEMENT

Attached.

Exhibit E

EXHIBIT F

AMENDMENT TO EXISTING NOTE PURCHASE AGREEMENT

Attached.

Exhibit F

EXHIBIT B

Reaffirmation of Guarantee

Dated: September 18, 2017

Reference is made to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015, and that certain Amendment No. 3 to Note Purchase Agreement, dated as of June 30, 2016 (as so amended, the “Current Note Purchase Agreement”), by and among Aaron’s, Inc., a Georgia corporation (together with its successors and assigns, the “Company”), and Aaron Investment Company, a Delaware corporation (together with its successors and assigns, “AIC”, and together with the Company, collectively, the “Issuers”), and each of the Persons holding one or more of the Issuers’ joint and several 4.75% Series A Senior Notes due April 14, 2021 (the “Notes”) on the date hereof (collectively, the “Noteholders”). The Current Note Purchase Agreement is being amended pursuant to the terms of that certain Amendment No. 4 to Note Purchase Agreement, of even date herewith (the “Amendment Agreement”; and the Current Note Purchase Agreement, as amended by the Amendment Agreement, shall hereinafter be referred to as the “Amended NPA”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Amended NPA.

Each of the undersigned Subsidiaries (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) is a party to that certain Subsidiary Guarantee Agreement, dated as of April 14, 2014 (the “Subsidiary Guarantee Agreement”). Each of the Subsidiary Guarantors hereby (i) acknowledges receipt of a copy of the Amendment Agreement, (ii) consents to the Issuers’ execution and delivery of the Amendment Agreement, (iii) acknowledges and affirms that nothing contained in the Amendment Agreement shall modify in any respect whatsoever its obligations under the Subsidiary Guarantee Agreement and reaffirms that the Subsidiary Guarantee Agreement shall remain in full force and effect, and (iv) acknowledges and agrees that, for the avoidance of doubt, Guaranteed Obligations (as such term is defined in the Subsidiary Guarantee Agreement) include obligations in respect of the Amended NPA. Although each of the Subsidiary Guarantors has been informed of the matters set forth herein and has acknowledged and agreed to the same, each Subsidiary Guarantor understands that the Noteholders have no obligation to inform any Subsidiary Guarantor of such matters in the future or to seek any Subsidiary Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

[Remainder of page intentionally left blank; next page is signature page.]

SUBSIDIARY GUARANTORS:

AARON’S LOGISTICS, LLC

By Aaron’s, Inc., as sole Manager

By:

Name:

Title:

PROGRESSIVE FINANCE HOLDINGS,

LLC

By:

Name:

Title:

NPRTO Arizona, LLC
NPRTO California, LLC
NPRTO Florida, LLC
NPRTO Georgia, LLC
NPRTO Illinois, LLC
NPRTO Michigan, LLC
NPRTO New York, LLC
NPRTO Ohio, LLC
NPRTO Texas, LLC
NPRTO Mid-West, LLC
NPRTO North-East, LLC
NPRTO South-East, LLC
NPRTO West, LLC,
By:	PROG LEASING, LLC, Sole
	Manager
By:	PROGRESSIVE FINANCE
	HOLDINGS, LLC, Sole Manager

By:

Name:

Title:

PROG LEASING, LLC
By:	PROGRESSIVE FINANCE
	HOLDINGS, LLC, Sole Manager

By:

Name:

Title:

EX-10.5

Exhibit 10.5

Execution Version

AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of September 18, 2017, by and among (a) AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”, and together with the Company, collectively, the “Issuers”), and (b) each of the Persons holding one or more Notes (as defined below) on the Fourth Amendment Effective Date (as defined below) (collectively, the “Noteholders”), with respect to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015, and that certain Amendment No. 3 to Note Purchase Agreement, dated as of June 30, 2016 (as so amended and in effect immediately prior to giving effect to this Agreement, the “Current Note Purchase Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Issuers and each of the Noteholders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Current Note Purchase Agreement.

RECITALS:

A. The Issuers and Noteholders are parties to the Current Note Purchase Agreement, pursuant to which the Issuers issued and sold an aggregate principal amount of $75,000,000 of their 4.75% Series B Senior Notes due April 14, 2021 (the “Notes”) to the Noteholders;

B. The Noteholders are the holders of all outstanding Notes; and

C. The Issuers have requested, and the Noteholders have agreed to (i) certain amendments and modifications to the provisions of the Current Note Purchase Agreement and (ii) the release of certain Subsidiary Guarantors, in each case subject to the terms and conditions set forth herein.

AGREEMENT:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers and the Noteholders agree as follows:

1. AMENDMENTS TO CURRENT NOTE PURCHASE AGREEMENT.

Effective as of the Fourth Amendment Effective Date, the Current Note Purchase Agreement (including all Schedules and Exhibits thereto) is hereby amended by deleting the struck through text, and by inserting the underlined and bolded text, in each case, as set forth in Exhibit A attached hereto.

2. RELEASE OF CERTAIN SUBSIDIARY GUARANTORS.

Each of the undersigned Noteholders hereby agrees that effective as of the Fourth Amendment Effective Date, the Inactive Subsidiaries are hereby released as Subsidiary Guarantors and Obligors under the Financing Documents.

3. WARRANTIES AND REPRESENTATIONS.

To induce the Noteholders to enter into this Agreement, each of the Issuers represents and warrants to each of the Noteholders that as of the Fourth Amendment Effective Date:

3.1. Corporate and Other Organization and Authority.

(a) Each Issuer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(b) Each of the Issuers has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Note Purchase Agreement.

3.2. Authorization, etc.

This Agreement has been duly authorized by all necessary corporate action on the part of the Issuers. Each of this Agreement and the Note Purchase Agreement constitutes a legal, valid and binding obligation of each Issuer, enforceable, in each case, against such Issuer in accordance with its terms, except as such enforceability may be limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and

(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3. No Conflicts, etc.

The execution and delivery by each Issuer of this Agreement and the performance by such Issuer of its obligations under each of this Agreement and the Note Purchase Agreement do not conflict with, result in any breach in any of the provisions of, constitute a default under, violate or result in the creation of any Lien upon any property of such Issuer under the provisions of:

(a) any charter document, constitutive document, agreement with shareholders, bylaws or any other organizational or governing agreement of such Issuer;

2

(b) any agreement, instrument or conveyance by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected; or

(c) any statute, rule or regulation or any order, judgment or award of any court, tribunal or arbitrator by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected.

3.4. Governmental Consent.

The execution and delivery by the Issuers of this Agreement and the performance by the Issuers of their respective obligations hereunder and under the Note Purchase Agreement do not require any consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority on the part of any Issuer.

3.5. No Defaults.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the amendments provided for in this Agreement, constitutes or would constitute a Default or an Event of Default.

3.6. Representations in Note Purchase Agreement.

After giving effect to this Agreement, the representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects as of the Fourth Amendment Effective Date.

4. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The amendment of the Current Note Purchase Agreement and the release of certain Subsidiary Guarantors as set forth above in this Agreement shall become effective as of the date first written above (the “Fourth Amendment Effective Date”), provided that each of the following conditions shall have been satisfied:

(a) the Noteholders shall have received a fully executed copy of this Agreement executed by the Issuers and the Noteholders;

(b) the Noteholders shall have received a fully executed copy of the Reaffirmation of Guarantee attached hereto as Exhibit B executed by the Subsidiary Guarantors (other than the Inactive Subsidiaries);

(c) the Noteholders shall have received a fully executed copy of the Amended and Restated Intercreditor Agreement, duly executed by all relevant parties thereto, in form and substance satisfactory to the Required Holders;

(d) each of Aaron’s Progressive Holding Company, AM2 Enterprises, LLC, Approve.Me LLC and Woodhaven Furniture Industries, LLC shall have executed a joinder to the Subsidiary Guarantee Agreement and a joinder to the Intercreditor Agreement, each in form and substance satisfactory to the Required Holders;

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(e) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct on such date;

(f) the Noteholders shall have received fully executed copies of the following:

(i) that certain Amendment No. 4 to Note Purchase Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, AIC, and the Prudential Parties,

(ii) that certain Amendment No. 7 to Note Purchase Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, AIC, and the Existing Noteholders,

(iii) that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, SunTrust Bank, acting as Administrative Agent and in certain other capacities, and each of the lenders party thereto, and

(iv) that certain Sixth Amendment to Loan Facility Agreement, dated as of the Fourth Amendment Effective Date, by and among, inter alios, the Company, SunTrust and the other financial institutions party thereto,

and each of the amendments and amendments and restatements referred to in the foregoing clauses (i) to (iv), inclusive, shall be in form and substance reasonably satisfactory to the Noteholders and shall have become effective prior to or concurrent with the effectiveness of this Agreement;

(g) the Noteholders shall have received a favorable legal opinion from each of (i) Kilpatrick Townsend & Stockton LLP, as special counsel to the Obligors, and (ii) Ballard Spahr LLP, as special local Utah counsel to the Obligors, in each case dated as of the Fourth Amendment Effective Date and in form and substance satisfactory to the Noteholders;

(h) the Noteholders shall have received a certificate from each Obligor executed by the Secretary and one other officer of such Obligor (i) certifying as to the certificate of formation, articles of incorporation, operating agreement, by-laws or other similar organizational documents of such Obligor; (ii) attaching authorizing resolutions on behalf of such Obligor (A) evidencing approval of the transactions contemplated by this Agreement and the other Financing Documents and the execution, delivery and performance hereof and thereof on behalf of such Obligor, (B) authorizing certain officers to execute and deliver the same on behalf of such Obligor, (C) certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded,; (iii) attaching a certificate of good standing for such Obligor issued by the Secretary of State of the state of formation of such Obligor, dated as of a recent date; and (iv) certifying as to the names, titles and true signatures of the officers authorized to sign this Agreement on behalf of such Obligor;

(i) the Noteholders shall have received a fully executed copy of a side letter, dated the date hereof and executed by the Issuers and the Noteholders, in form and substance satisfactory to the Required Holders; and

4

(j) the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Noteholders incurred in connection with this Agreement and the transactions contemplated hereby.

5. MISCELLANEOUS.

5.1. Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

5.2. Duplicate Originals; Electronic Signature.

Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

5.3. Waiver and Amendments.

Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto.

5.4. Costs and Expenses.

Whether or not the amendments contemplated by this Agreement become effective, each of the Issuers confirms its obligation under paragraph 11B of the Note Purchase Agreement and agrees that, on the Fourth Amendment Effective Date (or if an invoice is delivered subsequent to the Fourth Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders’ special counsel presented to the Company on the Fourth Amendment Effective Date. The Issuers will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders’ special counsel rendered after the Fourth Amendment Effective Date in connection with this Agreement.

5

5.5. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. The provisions hereof are intended to be for the benefit of the Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns.

5.6. Survival.

All warranties, representations, certifications and covenants made by the Issuers in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders.

5.7. Part of Current Note Purchase Agreement; Future References, etc.

This Agreement shall be deemed to be, and is, a Financing Document. This Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Current Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the Current Note Purchase Agreement without making specific reference to this Agreement, but nevertheless all such references shall include this Agreement, unless the context otherwise requires.

5.8. Affirmation of Obligations under Current Note Purchase Agreement and Notes; No Novation.

Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Current Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Current Note Purchase Agreement, as amended by this Agreement, and the Notes. The Issuers hereby acknowledge and affirm all of their respective obligations under the terms of the Current Note Purchase Agreement and the Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Current Note Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the future under or in connection with the Note Purchase Agreement or the Notes or under applicable law.

[Remainder of page intentionally left blank. Next page is signature page.]

6

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 4 to Note Purchase Agreement to be executed on its behalf by a duly authorized officer or agent thereof.

Very truly yours,
ISSUERS:
AARON’S, INC.
By:	/s/ Steven A. Michaels
Name:	Steven A. Michaels
Title:	Chief Financial Officer and
	President of Strategic Operations

AARON INVESTMENT COMPANY
By:	/s/ Steven A. Michaels
Name:	Steven A. Michaels
Title:	Vice President and Treasurer

Accepted and Agreed:

The foregoing Agreement is hereby accepted as of the date first above written.

METROPOLITAN LIFE INSURANCE COMPANY

GENERAL AMERICAN LIFE INSURANCE COMPANY

By:	Metropolitan Life Insurance Company, its
	Investment Manager

By:	/s/ John Wills
Name:	John Wills
Title:	Senior Vice President and Managing Director

BRIGHTHOUSE LIFE INSURANCE COMPANY

(f/k/a MetLife Insurance Company USA)

By:	MetLife Investment Advisors, LLC, Its
	Investment Manager

NEW ENGLAND LIFE INSURANCE COMPANY

By:	MetLife Investment Advisors, LLC, Its
	Investment Manager

By:	/s/ Frank O. Monfalcone
Name:	Frank O. Monfalcone
Title:	Managing Director

EXHIBIT A

Note Purchase Agreement

[Conformed Copy – Incorporating Amendments 1, 2 & 3]EXHIBIT A

AARON’S, INC.

AARON INVESTMENT COMPANY

NOTE PURCHASE AGREEMENT

DATED AS OF APRIL 14, 2014

$75,000,000 4.75% SERIES B SENIOR NOTES DUE APRIL 14, 2021

TABLE OF CONTENTS

			Page
1.		AUTHORIZATION OF ISSUE OF NOTES		1
2.		PURCHASE AND SALE OF NOTES		1
3.		CONDITIONS OF CLOSING		2
	3A.	Execution and Delivery of Documents		2
	3B.	Opinion of Purchaser’s Special Counsel		3
	3C.	Purchase Permitted By Applicable Laws		3
	3D.	Payment of Fees		3
	3E.	Sale to Other Purchasers		3
	3F.	Changes in Corporate Structure		3
	3G.	Private Placement Number		4
	3H.	Performance; No Default		4
	3I.	Representations and Warranties		4
	3J.	Prudential Note Purchase Agreement		4
	3K.	SunTrust Amended and Restated Revolving Credit and Term Loan Agreement		4
	3L.	Intercreditor Agreement		4
	3M.	Subsidiary Guarantee Agreement		5
	3N.	Closing Date Acquisition Agreement		5
	3O.	Amendment to Existing Note Purchase Agreement		5
	3P.	Amended and Restated SunTrust Loan Facility Agreement		5
	3Q.	Payoff of Existing Indebtedness of Progressive Finance		5
	3R.	Summary of Management Contracts		6
4.		PREPAYMENTS		6
	4A.	Required Prepayments		6
	4B.	Optional Prepayment With Yield-Maintenance Amount		6
	4C.	Notice of Optional Prepayment		6
	4D.	Offer to Prepay upon Sale of Assets		7
	4E.	Offer to Prepay upon Incurrence of Indebtedness		8
	4F.	Partial Payments Pro Rata		10
	4G.	Retirement of Notes		10
5.		AFFIRMATIVE COVENANTS		10
	5A.	Financial Statements		10
	5B.	Information Required by Rule 144A		12
	5C.	Inspection of Property		12
	5D.	Corporate Existence, Etc.		12
	5E.	Payment of Taxes and Claims		12
	5F.	Line of Business		13
	5G.	Maintenance of Most Favored Lender Status		13
	5H.	Covenant Relating to Domestic Subsidiaries		14
	5I.	Compliance with Laws		14

i

TABLE OF CONTENTS

(continued)

			Page
	5J.	Notices of Material Events		14
	5K.	Payment of Obligations		15
	5L.	Books and Records		15
	5M.	Maintenance of Properties; Insurance		15
	5N.	Covenant Relating to Foreign Subsidiaries		16
	5O.	Post-Closing Covenant		17
6.		NEGATIVE COVENANTS		17
	6A.	Fixed Charges Coverage Ratio		17
	6B.	Total Debt to EBITDA Ratio		17
	6C.	Indebtedness		20
	6D.	Liens		22
	6E.	Sale of Assets		22
	6F.	Restricted Payments		23
	6G.	Restricted Investments		24
	6H.	Restrictive Agreements		24
	6I.	Amendments to Material Documents		25
	6J.	Accounting Changes		25
	6K.	Fundamental Changes		25
	6L.	Transactions with Affiliates		25
	6M.	Sale and Leaseback Transactions		26
	6N.	Terrorism Sanctions Regulations		26
	6O.	Activities of Aaron Rents and Blocker Corporations		27
7.		EVENTS OF DEFAULT		27
	7A.	Acceleration		31
	7B.	Rescission of Acceleration		31
	7C.	Notice of Acceleration or Rescission		31
	7D.	Other Remedies		32
8.		REPRESENTATIONS, COVENANTS AND WARRANTIES		32
	8A.	Organization; Authorization		32
	8B.	Financial Statements		32
	8C.	Actions Pending		32
	8D.	Outstanding Indebtedness		32
	8E.	Title to Properties		33
	8F.	Taxes		33
	8G.	Conflicting Agreements and Other Matters		33
	8H.	Offering of Notes		33
	8I.	Use of Proceeds		34
	8J.	ERISA		34
	8K.	Governmental Consent		34
	8L.	Compliance with Laws		35

ii

TABLE OF CONTENTS

(continued)

			Page
	8M.	Environmental Compliance		35
	8N.	Utility Company Status		35
	8O.	Investment Company Status		35
	8P.	Rule 144A		35
	8Q.	Disclosure		35
	8R.	Foreign Assets Control Regulations, etc.		36
9.		REPRESENTATIONS OF THE PURCHASER		37
	9A.	Nature of Purchase		37
	9B.	Source of Funds		38
10.		DEFINITIONS; ACCOUNTING MATTERS		39
	10A.	Yield-Maintenance Terms		39
	10B.	Other Terms		40
	10C.	Accounting and Legal Principles, Terms and Determinations		58
11.		MISCELLANEOUS		59
	11A.	Note Payments		59
	11B.	Expenses		59
	11C.	Consent to Amendments		60
	11D.	Form, Registration, Transfer and Exchange of Notes; Lost Notes		60
	11E.	Persons Deemed Owners; Participations		61
	11F.	Survival of Representations and Warranties; Entire Agreement		61
	11G.	Successors and Assigns		61
	11H.	Confidential Information		61
	11I.	Notices		62
	11J.	Payments due on Non-Business Days		63
	11K.	Satisfaction Requirement		63
	11L.	Governing Law		63
	11M.	Consent to Jurisdiction; Waiver of Immunities		64
	11N.	Severability		64
	11O.	Descriptive Headings		64
	11P.	Counterparts		64
	11Q.	Independence of Covenants		64
	11R.	Waiver of Jury Trial		64
	11S.	Severalty of Obligations		65
	11T.	Independent Investigation		65
	11U.	Directly or Indirectly		65

iii

Schedules and Exhibits

Schedule A	—	Purchaser Schedule
Schedule 3F	—	Changes in Corporate Structure
Schedule 5O	—	Progressive Finance Subsidiaries
Schedule 6C	—	Existing Indebtedness
Schedule 6D	—	Existing Liens
Schedule 6G	—	Existing Investments
Schedule 8B	—	Disclosure Documents
Schedule 8G	—	Restrictions on Indebtedness
Schedule 8I	—	Use of Proceeds
Schedule  10	—	Inactive Subsidiaries
Exhibit A	—	Form of Note
Exhibit B	—	Payment Instructions
Exhibit C	—	Form of Opinion of Counsel for the Obligors
Exhibit D	—	Intercreditor Agreement
Exhibit E	—	Subsidiary Guarantee Agreement
Exhibit F	—	Amendment to Existing Note Purchase Agreement

AARON’S, INC.

AARON INVESTMENT COMPANY

Aaron Building

East Paces Ferry Road, NE

Atlanta, GA 30305-2377

Dated as of April 14, 2014

To Each of the Purchasers named on

the attached Purchaser Schedule

Ladies and Gentlemen:

Each of AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”, and, together with the Company, collectively, the “Issuers”), hereby agrees with each Purchaser as follows:

1. AUTHORIZATION OF ISSUE OF NOTES.

The Issuers will authorize the issue of their joint and several Series B Senior Notes in the aggregate principal amount of $75,000,000, to be dated the date of issue thereof, to mature April 14, 2021, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 4.75% per annum and on overdue payments at the rate specified therein, and to be substantially in the form of Exhibit A attached hereto. The term “Notes” as used herein shall include each such senior promissory note delivered pursuant to any provision of this Agreement and each such senior promissory note delivered in substitution or exchange for any other Note pursuant to any such provision.

2. PURCHASE AND SALE OF NOTES.

The Issuers hereby agree to sell to each Purchaser and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Issuers Notes in the aggregate principal amount set forth opposite such Purchaser’s name on the Purchaser Schedule hereto at 100% of such aggregate principal amount. The Issuers will deliver to each Purchaser, at the offices of Bingham McCutchen LLP at 399 Park Avenue, New York, NY 10022, one or more Notes registered in its name, evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds for credit to the Issuers’ accounts or to such other account as Issuers’ shall specify, and at such bank as shall be identified in a written instruction of the Issuers in the form of Exhibit B attached hereto, delivered to each Purchaser at least one Business Day prior to the date of closing, which date of closing shall be April 14, 2014 or any other date upon which the parties hereto may mutually agree (herein called the “Closing” or the “Date of Closing”).

3. CONDITIONS OF CLOSING.

The obligation of each Purchaser to purchase and pay for the Notes to be purchased by it hereunder is subject to the satisfaction, on or before the Date of Closing, of the following conditions:

3A. Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:

(i) the Note(s) to be purchased by such Purchaser;

(ii) a favorable opinion of Kilpatrick Townsend & Stockton LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;

(iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation;

(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;

(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;

(vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;

(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;

(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;

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(ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the sale of the Notes and any other extensions of credit on the Closing Date and the consummation of the other transactions contemplated herein (including the Closing Date Acquisition);

(x) (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Notes and the other extensions of credit on the Closing Date, in each case on a pro forma basis (but only to the extent such financial projections are required to be delivered under the SunTrust Agreement); and

(xi) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

3B. Opinion of Purchaser’s Special Counsel. Such Purchaser shall have received from Bingham McCutchen LLP a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3C. Purchase Permitted By Applicable Laws. The purchase of and payment for the Notes to be purchased by such Purchaser on the Date of Closing on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Issuers) shall not violate any applicable law or governmental regulation (including, without limitation, section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as such Purchaser may request to establish compliance with this condition.

3D. Payment of Fees. The Issuers shall have paid the reasonable fees and expenses of Bingham McCutchen LLP, as set forth in a statement to be delivered to the Company no later than two Business Days prior to the Date of Closing.

3E. Sale to Other Purchasers. The Issuers shall have sold to the other Purchasers the Notes to be purchased by them at the Closing and shall have received payment in full therefor.

3F. Changes in Corporate Structure. Except for the Closing Date Acquisition and as set forth on Schedule 3F hereto, no Obligor shall have changed its jurisdiction of organization or been a party to any merger or consolidation, nor shall any Obligor have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in paragraph 8B hereof. There shall have been no Material Adverse Effect since December 31, 2013.

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3G. Private Placement Number. A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.

3H. Performance; No Default. The Issuers shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by paragraph 8I) no Default or Event of Default shall have occurred and be continuing.

3I. Representations and Warranties. The representations and warranties of the Issuers in this Agreement shall be correct when made and at the time of Closing.

3J. Prudential Note Purchase Agreement. The Issuers shall have delivered to each Purchaser certified copies of (a) that certain Note Purchase Agreement, dated as of the Date of Closing (as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time, the “Prudential NPA”), by and among the Issuers and The Prudential Insurance Company of America and/or one or more of its affiliates or Related Funds (collectively, the “Prudential Parties”), pursuant to which the Prudential Parties shall have agreed to purchase $225,000,000 in aggregate principal amount of the Issuers’ Series A Senior Notes, and (b) each of the other documents, instruments and agreements executed and/or delivered in connection therewith, each in form and substance reasonably satisfactory to such Purchaser. Contemporaneously with the Closing, the Issuers shall have satisfied the conditions precedent to the sale of notes under the Prudential NPA (other than the purchase of the Notes under this Agreement and the making of loans under the SunTrust Agreement), and the notes thereunder shall be issued and sold to the Prudential Parties substantially concurrently with the issuance and sale of the Notes hereunder.

3K. SunTrust Amended and Restated Revolving Credit and Term Loan Agreement. The Issuers shall have delivered to each Purchaser certified copies of (a) that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Date of Closing (as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time, the “SunTrust Agreement”), by and among the Company, the Administrative Agent, SunTrust and the other lenders party thereto, pursuant to which SunTrust and the other lenders party thereto shall have agreed to provide to the Company, subject to the terms and conditions thereof, a revolving loan facility in the aggregate principal amount of up to $200,000,000 and term loans in the aggregate principal amount of $126,250,000, and (b) each of the other documents, instruments and agreements executed and/or delivered in connection therewith, each in form and substance reasonably satisfactory to such Purchaser. All conditions to the obligation of SunTrust and such other lenders to provide the loans, other than the purchase of the Notes under this Agreement and the purchase of the Series A Senior Notes under the Prudential NPA, shall have been satisfied prior to or concurrent with the Closing.

3L. Intercreditor Agreement. The Prudential Parties, the Administrative Agent, the Existing Noteholders, SunTrust, in its capacity as Servicer on behalf of itself and other “Participants” party to the SunTrust Loan Facility Agreement, and the other Purchasers shall have entered into an Intercreditor Agreement (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), substantially in the form of Exhibit D hereto, and the Obligors shall have entered into the acknowledgement and consent attached thereto.

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3M. Subsidiary Guarantee Agreement. The Obligors shall have delivered to each Purchaser (i) a fully executed copy of a subsidiary guarantee agreement in the form of Exhibit E hereto (as amended, restated, supplemented, replaced, or otherwise modified from time to time, the “Subsidiary Guarantee Agreement”) dated as of the Date of Closing and executed by each of the Initial Subsidiary Guarantors, and (ii) a fully executed copy of a Joinder Agreement executed by Progressive Finance in the form of Annex 1 to the Subsidiary Guarantee Agreement and a joinder to the Intercreditor Agreement executed by Progressive Finance in the form of Schedule 1 to the Intercreditor Agreement.

3N. Closing Date Acquisition Agreement. The Issuers shall have delivered to each Purchaser certified copies of the Closing Date Acquisition Agreement and all other material Closing Date Acquisition Documents, each in form and substance reasonably satisfactory to each Purchaser, and all conditions precedent to the Closing Date Acquisition (including, without limitation, the filing with the Delaware Secretary of State of the certificate of merger reflecting the merger of Merger Sub with and into Progressive Finance), other than the purchase of the Notes and the notes to be issued under the Prudential NPA, and the making of loans under the Sun Trust Agreement, shall have been satisfied, and the Closing Date Acquisition shall be consummated, substantially simultaneously with the purchase of the Notes, in accordance with the Closing Date Acquisition Agreement, without alteration, amendment or other change, supplement or modification of the Closing Date Acquisition Agreement except for waivers of conditions that are not material or adverse to the Purchasers.

3O. Amendment to Existing Note Purchase Agreement. The Obligors shall have delivered to each Purchaser a fully executed copy of an amendment to the Existing Note Purchase Agreement, in substantially the form attached as Exhibit F and otherwise in form and substance reasonably satisfactory to such Purchaser.

3P. Amended and Restated SunTrust Loan Facility Agreement. The Issuers shall have delivered to each Purchaser a fully executed copy of the SunTrust Loan Facility Agreement and all documents, instruments and agreements executed and/or delivered in connection therewith, each in form and substance reasonably satisfactory to such Purchaser.

3Q. Payoff of Existing Indebtedness of Progressive Finance. All Indebtedness for money borrowed (other than (a) trade debt incurred in the ordinary course of business and (b) Capitalized Lease Obligations permitted to be incurred under paragraph 6(C)) of Progressive Finance and the Progressive Finance Subsidiaries shall have been repaid in full and all related Liens shall have been terminated or authorized to have been terminated, in each case substantially concurrently with the purchase of the Notes, and each Purchaser shall have received evidence of the foregoing (including, without limitation, payoff letters, mortgage discharges and appropriate terminations statements relating to any filings evidencing Liens on the assets or property of Progressive Finance or any Progressive Finance Subsidiary).

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3R. Summary of Management Contracts. The Issuers shall have delivered to each Purchaser a summary of management contracts (or copies of such contracts in lieu of any summary) with respect to officers of Progressive Finance and its Subsidiaries that will remain in effect after consummation of the Closing Date Acquisition and, if requested by the Required Holders, certified copies of such management contracts.

4. PREPAYMENTS.

The Notes shall be subject to prepayment with respect to the required prepayments specified in paragraph 4A, the optional prepayments permitted by paragraph 4B and the offers to prepay required by paragraphs 4D and 4E.

4A. Required Prepayments. Until the Notes shall be paid in full, the Issuers shall apply to the prepayment of the Notes, without Yield-Maintenance Amount, the sum of $15,000,000 on April 14 in each of the years 2017 to 2021, inclusive, and such principal amounts of the Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates; provided that upon any partial prepayment of the Notes pursuant to paragraphs 4B, 4D or 4E, or purchase of the Notes pursuant to paragraph 4G, the principal amount of each required prepayment of the Notes becoming due under this paragraph 4A on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase. The remaining principal amount of the Notes, together with interest accrued thereon, shall become due on the maturity date of the Notes.

4B. Optional Prepayment With Yield-Maintenance Amount. The Notes shall be subject to prepayment, in whole at any time or from time to time in part (in a minimum amount of $5,000,000 and in integral multiples of $100,000) at the option of the Issuers, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each Note.

4C. Notice of Optional Prepayment. The Issuers shall give the holder of each Note irrevocable written notice of any prepayment pursuant to paragraph 4B not less than 10 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Notes, and of the Notes held by such holder, to be prepaid on such date and stating that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, with respect thereto, shall become due and payable on such prepayment date. The Issuers shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Issuers.

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4D. Offer to Prepay upon Sale of Assets.

(a) (a) Notice and Offer. In the event the Company or any of its Domestic Subsidiaries receives (x) Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6E) or (y) Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceeding (a “Casualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of [$5,000,000](A) $15,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or [$20,000,000] (B) as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined as of such date on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Debt Prepayment Transfer”), the Company will, within ten (10) days of the occurrence thereof, give written notice of such Debt Prepayment Transfer to each holder of Notes. Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Issuers shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the [Second]Fourth Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Issuers and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.

(b) (b) Acceptance and Rejection. To accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within fifteen (15) days after the date of such written notice shall be deemed to constitute a rejection of the Transfer Prepayment Offer. If a Transfer Prepayment Offer is rejected or deemed to have been rejected, the Company may apply the amount that was the subject of such Transfer Prepayment Offer to prepay other Senior Debt.

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(c) (c) Payment. If accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date, but, in any case, without any Yield-Maintenance Amount or any other premium.

(d) (d) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4D shall be accompanied by an Officer’s Certificate, dated the date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the Net Cash Proceeds in respect of the applicable Debt Prepayment Transfer, (iii) that such offer is being made pursuant to this paragraph 4D, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to the Transfer Prepayment Date, and (vi) in reasonable detail, the nature of the Transfer giving rise to such Debt Prepayment Transfer and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

(e) (e) Notice Concerning Status of Holders of Notes. Promptly after each Transfer Prepayment Date and the making of all prepayments contemplated on such Transfer Prepayment Date under this paragraph 4D (and, in any event, within 30 days thereafter), the Company shall deliver to each then current holder of Notes, if any, an Officer’s Certificate containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time, (in each case calculated after giving effect to the prepayments made on such Transfer Prepayment Date).

4E. Offer to Prepay upon Incurrence of Indebtedness.

(a) (a) Notice and Offer. In the event that the Company or any Subsidiary (x) incurs Indebtedness not permitted pursuant to paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable), give written notice of such Unpermitted Debt Incurrence or Equity Issuance to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any

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Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice.

(b) (b) Acceptance and Rejection. To accept such Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within fifteen (15) days after the date of such written notice shall be deemed to constitute a rejection of the Prepayment Offer. If a Prepayment Offer is rejected or deemed to have been rejected, the Company may apply the amount that was the subject of such Prepayment Offer to prepay other Senior Debt.

(c) (c) Payment. If accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or the Net Cash Proceeds of such Equity Issuance, as the case may be) shall be due and payable on the Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Prepayment Date, but, in any case, without any Yield-Maintenance Amount or any other premium.

(d) (d) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4E shall be accompanied by an Officer’s Certificate, dated the date of such offer, specifying (i) the Prepayment Date, (ii) the Net Cash Proceeds of such Unpermitted Debt Incurrence or the Net Cash Proceeds of such Equity Issuance, as applicable, (iii) that such offer is being made pursuant to this paragraph 4E, (iv) the principal amount of each Note offered to be prepaid, and (v) the interest that would be due on each Note offered to be prepaid, accrued to the Prepayment Date and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer (other than, if applicable, the Event of Default arising under paragraph 7A(v) as a result of the breach by the Issuers of paragraph 6C in connection with the Unpermitted Debt Incurrence).

(e) (e) Notice Concerning Status of Holders of Notes. Promptly after each Prepayment Date and the making of all prepayments contemplated on such Prepayment Date under this paragraph 4E (and, in any event, within 30 days thereafter), the Company shall deliver to each then current holder of Notes, if any, an Officer’s Certificate containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time, (in each case calculated after giving effect to the prepayments made on such Prepayment Date).

(f) (f) Continuing Default. Nothing contained in this paragraph 4E shall be deemed to constitute a consent to, or waiver of any Default or Event of Default arising under this Agreement as a result of, any Unpermitted Debt Incurrence. Any Default or Event of Default arising from such Unpermitted Debt Incurrence shall be deemed to be continuing following any Prepayment Offer (and any related prepayment of the Notes in connection therewith) made in connection with such Unpermitted Debt Incurrence, regardless of whether such Prepayment Offer is accepted or rejected by any holder of Notes.

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4F. Partial Payments Pro Rata. Upon any partial prepayment of the Notes pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be allocated to all Notes at the time outstanding in proportion to the respective outstanding principal amounts thereof.

4G. Retirement of Notes. The Issuers shall not, and shall not permit any of their Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B, 4D or 4E or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder unless such Issuer or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Issuers or any of their Subsidiaries or Affiliates shall be promptly canceled and shall not be deemed to be outstanding for any purpose under this Agreement.

5. AFFIRMATIVE COVENANTS.

5A. Financial Statements. The Company covenants that it will deliver to each Significant Holder in duplicate:

(i) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of income, cash flows and changes in financial position of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in form to the Required Holder(s) and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to clause (iii) below of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i);

(ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated statements of income, cash flows and changes in financial position for the Company and its Subsidiaries for such year, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail and satisfactory in form to the Required Holder(s) and, as to the consolidated statements, reported on by independent public accountants of recognized national standing selected by the Company whose report shall be without limitation as to

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the scope of the audit and satisfactory in substance to the Required Holder(s); provided, however, that delivery pursuant to clause (iii) below of copies of the Annual Report on Form 10-K of the Company for such fiscal year filed with the SEC shall be deemed to satisfy the requirements of this clause (ii);

(iii) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the SEC, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be, it being agreed that the requirements of this subsection may be satisfied by the delivery of the applicable reports, statements or other materials to the SEC to the extent that such reports, statements or other materials are available to each Significant Holder on EDGAR;

(iv) promptly upon receipt thereof, a copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary;

(v) as soon as available and in any event within 60 days after the end of each fiscal year of the Company, a forecasted income statement, balance sheet, and statement of cash flows for the following fiscal year, provided that, the Company shall not be required to deliver such financial statements so long as the Company is not required to provide such information to any other lender, whether pursuant to the SunTrust Agreement or otherwise;

(vi) promptly upon receipt thereof, a copy of any notice (including notices of default or acceleration) received from any lender, creditor, holder, administrative agent or trustee under or with respect to the SunTrust Agreement, the Prudential NPA, the Existing Note Purchase Agreement or the SunTrust Loan Facility Agreement (excluding notices sent to any such Person in the ordinary course of administration of a credit facility, such as information relating to pricing, fees and borrowing availability); and

(vii) with reasonable promptness, such other information and documents as such Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and (ii) above, the Company will deliver to each Significant Holder an Officer’s Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A and 6B and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto. Together with each delivery of financial statements required by clause (ii) above, the Company will deliver to each Significant Holder a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Event of Default or Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any Event of Default or Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards.

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5B. Information Required by Rule 144A. The Issuers covenant that they will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Issuers are subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

5C. Inspection of Property. The Company shall permit the representatives of each Significant Holder that is an Institutional Investor:

No Default — if no Default or Event of Default then exists, at the expense of such Significant Holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

5D. Corporate Existence, Etc. Subject to paragraph 6K, each Issuer will at all times preserve and keep in full force and effect its organizational existence. Subject to paragraphs 6E and 6K, the Company will at all times preserve and keep in full force and effect the organizational existence of each of its Subsidiaries and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

5E. Payment of Taxes and Claims. The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they

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have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

5F. Line of Business. The Company will not, and will not permit any of its Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from (i) the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement, which business may include but is not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), and (ii) any other ancillary businesses which are complementary to the business of the Company and its Subsidiaries as conducted as of the Fourth Amendment Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Company and its Subsidiaries as of the Fourth Amendment Effective Date.

5G. Maintenance of Most Favored Lender Status. The Issuers hereby covenant that if the Obligors shall enter into any credit facility or loan agreement or any amendment thereof (including, without limitation, any amendment to the SunTrust Agreement, the Prudential NPA or the Existing Note Purchase Agreement) pursuant to which the credit commitments available to the Obligors, individually or in the aggregate to one or more of the Obligors under such credit facility or loan agreement, and/or outstanding principal indebtedness incurred thereunder or in respect thereof equals or exceeds $25,000,000 and which provides for the benefit of the lenders thereunder any covenants or events of default which are more favorable to such lenders than the covenants and events of default provided for in paragraphs [5 or]5, 6 and 7 hereof for the benefit of the holders of the Notes then, and in each and any such event, the covenants and events of default, as applicable, in this Agreement shall be and shall be deemed to be, notwithstanding paragraph 11C and without any further action on the part of the Obligors or any other Person being necessary or required, amended to afford the holders of the Notes the same benefits and rights as such amendments, or other agreements, provide the lenders thereof. The Issuers will promptly deliver to each holder of Notes a copy of each such agreement or amendment, or any waiver or modification thereof. Notwithstanding the foregoing, the Issuers agree to enter into such documentation as the Required Holders may reasonably request to evidence the amendments provided for in this paragraph 5G.

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5H. Covenant Relating to Domestic Subsidiaries. The Company will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement, in each case, for so long as the Dent-A-Med Credit Agreement has not been repaid in full and the commitments thereunder to extend credit terminated) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Prudential NPA, the Existing Note Purchase Agreement or any other agreement providing for the incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (a “Subsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized joinder agreement to the Subsidiary Guarantee Agreement in the form of Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto and (iii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of the joinder agreements in clauses (i) and (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders.

5I. Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5J. Notices of Material Events. The Company will furnish to each Significant Holder prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be

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expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise;

(d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and

(e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5K. Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

5L. Books and Records. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Company in conformity with GAAP.

5M. Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance (including self-insurance in amounts not exceeding the customary amounts maintained by similarly situated companies and for which adequate reserves are maintained) with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. In addition, and not in limitation of the foregoing, the Company shall maintain and keep in force insurance coverage on its inventory, as is consistent with best industry practices.

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5N. Covenant Relating to Foreign Subsidiaries.

(a) The Company may acquire or form additional Foreign Subsidiaries; provided that, if the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Notes pursuant to this paragraph 5N for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Company (i) shall notify the holders of the Notes thereof, (ii) subject to any required intercreditor arrangements entered into between the holders of the Notes and all other creditors of the Company having a similar covenant with the Company in order to accomplish any required equal sharing of such pledged collateral (as provided in the penultimate sentence hereof), deliver stock certificates and related pledge agreements, in form satisfactory to a collateral agent acceptable to the Required Holders, evidencing the pledge of 66% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding capital stock (or other similar equity interests) entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding capital stock (or other similar equity interests) not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Company or any Domestic Subsidiary to secure the obligations under and in respect of the Notes to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose capital stock (or other similar equity interests) has not been pledged to secure such obligations pursuant to this paragraph 5N for the most recently ended twelve month period does not exceed twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding clause (ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary of the type described in paragraphs 3A(iii) to 3A(vi), inclusive, and such other documents as may be reasonably requested by the Required Holders; and provided, further, that in no event shall any such Foreign Subsidiary be required to enter into a Guarantee or a Joinder Agreement or otherwise guarantee any of the obligations under or in respect of the Notes, except to the extent that any such Foreign Subsidiary enters into any Guarantee of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Prudential NPA or the Existing Note Purchase Agreement. Upon the occurrence of the Foreign Pledge Date, the Company will be required to comply with the terms of this paragraph 5N within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the holders of the Notes shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Holders, with all other creditors of the Company having a similar covenant with the Company. For purposes hereof, the “EBITDA” attributable to any such Foreign Subsidiary shall be determined in a manner consistent with the method for determining Consolidated EBITDA, but on a non-consolidated basis.

(b) Notwithstanding anything to the contrary in this Agreement, (i) none of the [Merger Sub]Inactive Subsidiaries shall[ not] be required to become a Subsidiary Guarantor or to execute the Subsidiary Guarantee Agreement, [provided that Merger Sub is merged into Progressive Finance on the Date of Closing, with Progressive Finance being the surviving entity of such merger, in accordance with the Closing Date Acquisition Agreement and Progressive Finance complies with all requirements to become an Obligor in accordance with paragraph 5H hereof, (ii) none of Aaron Rents Puerto Rico or the Blocker Corporations shall be required to become Subsidiary Guarantor or to execute] the Subsidiary Guarantee Agreement[, ]subject to compliance with paragraph 6O hereof[.]and (ii) the Company shall cause each Inactive Subsidiary to be dissolved as soon as practicable without incurring adverse tax consequences unless otherwise permitted by the Required Holders (which permission shall not be unreasonably withheld, conditioned or delayed).

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5O. Post-Closing Covenant. Within ten (10) Business Days after the Date of Closing (or such later date as the Required Holders agree), the Company shall cause each of the Progressive Finance Subsidiaries to become a Subsidiary Guarantor by complying with the requirements of paragraph 5H with respect to such Progressive Finance Subsidiary and executing a joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto.

5P. Dent-A-Med Credit Agreement. On or prior to October 31, 2017 (or such later date as the Required Holders may agree in their sole discretion), the Company shall have caused the commitments under the Dent-A-Med Credit Agreement to be terminated in full and all security interests granted in favor of Wells Fargo Bank, National Association to have been terminated and released.

5Q. Dent-A-Med Entity Subsidiary Guaranty. Within thirty (30) days after the termination of the commitments under the Dent-A-Med Credit Agreement, as provided for in paragraph 5P (or such later date as the Required Holders may agree in their sole discretion), the Company shall cause each of the Dent-A-Med Entities to become a Subsidiary Guarantor by complying with the requirements of paragraph 5H with respect to such Dent-A-Med Entity and executing a joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto.

6. NEGATIVE COVENANTS.

So long as any Note or amount owing under this Agreement shall remain unpaid, each Issuer covenants as follows that:

6A. Fixed Charges Coverage Ratio. The Company will not permit the Consolidated Fixed Charge Coverage Ratio [to be less than (a) with respect to the]as of the last day of each fiscal quarter [of the Company ending December 31, 2014 and each fiscal quarter of the Company ending thereafter through and including December 31, 2015, 1.75 to 1.00, and (b) for each fiscal quarter ending thereafter, 2.00]ending after the Fourth Amendment Effective Date to be less than 2.50 to 1.00.

6B. Total Debt to EBITDA Ratio. The Company will not, at any time, permit the Total Debt to EBITDA Ratio to be greater than[ (a) for the period from the First Amendment Effective Date to and including March 30, 2016, 3.25 to 1.00 and (b) from and including March 31, 2016,] 3.00 to 1.00.

6C. Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness created pursuant to this Agreement and the Notes;

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(b) Indebtedness of the Company owing to any Obligor and of any Subsidiary owing to any Obligor;

(c) Indebtedness of the Company or any Subsidiary incurred[ after the Date of Closing] to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided[,] that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided, further, [that](i) the aggregate principal amount of such Indebtedness, does not [exceed $60,000,000 at any time outstanding and that]at any time exceed three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, and (ii) the aggregate principal amount of such Indebtedness incurred by Foreign Subsidiaries under this clause (c), together with the principal amount of Indebtedness permitted to be incurred by Foreign Subsidiaries under clause (e) below, does not at any time exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving [pro forma ]effect to [such acquisition]any Acquisition financed with such Indebtedness on a Pro Forma Basis);

(d) Guarantees by the Company of Indebtedness of any other Obligor and Guarantees by any Obligor of Indebtedness of the Company or any other Obligor;

(e) unsecured Indebtedness of Foreign Subsidiaries (whether such Indebtedness represents loans made by the Company or any of its Subsidiaries or by a third party) so long as after giving effect to the incurrence of such Indebtedness on a [pro forma basis]Pro Forma Basis, (i) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under paragraph 6B, (ii) no Default or Event of Default has occurred and is continuing, or would result therefrom and (iii) the aggregate principal amount of such Indebtedness, together with the[ aggregate] principal amount of Indebtedness permitted to be incurred by such Foreign Subsidiaries under clause (c) above, does not exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on a [pro forma basis]Pro Forma Basis);

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(f) Guarantees by the Company of Indebtedness of certain franchise operators of the Company, provided such Guarantees are given by the Company in connection with (1) loans made pursuant to the terms of the SunTrust Loan Facility Agreement or (2) loans made pursuant to the terms of any other [unsecured ]loan facility agreements and guaranteed on an unsecured basis with terms otherwise reasonably acceptable to the Required Holders entered into after the date hereof in an aggregate principal amount [not to exceed $50,000,000 ]at any time outstanding not to exceed, as of any date of determination, three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered;

(g) Endorsed negotiable instruments for collection in the ordinary course of business;

(h) Guarantees by the Company of Indebtedness of Foreign Subsidiaries permitted by clause (e) above;

(i) Indebtedness existing on the Date of Closing and set forth on Schedule 6C and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;

(j) Indebtedness under the SunTrust Agreement and the SunTrust Loan Facility Agreement;

(k) Indebtedness in respect of Private Placement Debt in respect of the Existing Note Purchase Agreement and the Prudential NPA in an aggregate principal amount not to exceed $350,000,000 at any time, together with, (i) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, amendments, extensions, renewals, refinancings and replacements of any such Indebtedness that do not (A) increase the outstanding principal amount thereof or shorten the maturity or the weighted average life thereof, (B) have financial and other terms that are materially more onerous in the aggregate than the terms set forth in this Agreement and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and (C) include an obligor that is not an Obligor and (ii) Guarantees of such Indebtedness by any Subsidiaries of the Company (so long as such Subsidiaries are Obligors hereunder);

(l) secured Indebtedness in an aggregate principal amount not to exceed (including any such Indebtedness resulting from any exercise of any incremental facility provisions) $110,000,000 under the Dent-A-Med Credit Agreement, as may be amended and otherwise modified, so long as the terms of such facility are not amended to be more restrictive than those in effect on the Third Amendment Effective Date or in a manner that would be materially adverse to the holders of the Notes and all Indebtedness incurred thereunder remains non-recourse to the Company or any of its Subsidiaries (other than the Dent-A-Med Entities); and

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(m) any other unsecured Indebtedness of the Company or any Domestic Subsidiary, so long as after giving effect to the incurrence of such Indebtedness on a [pro forma basis]Pro Forma Basis, (w) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under paragraph 6B, (x) no Default or Event of Default has occurred and is continuing, or would result therefrom, (y) the terms of such Indebtedness are not on financial and other terms that are materially more onerous in the aggregate than the Indebtedness under this Agreement and do not have defaults, rights or remedies more burdensome in the aggregate to the obligors thereunder than the Indebtedness under this Agreement and (z) such Indebtedness does not include an obligor that is not an Obligor.

6D. Liens. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except:

(a) Liens on any property or asset of the Company or any Subsidiary existing on the Date of Closing set forth on Schedule 6D; provided, that such Lien shall not apply to any property or asset of the Company or any Subsidiary not encumbered thereby on the date hereof;

(b) Liens for taxes, assessments, governmental charges or levies, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due or the payment of which is not at the time required by paragraph 5E;

(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than leases providing for Capitalized Lease Obligations), performance bonds, purchase, construction or sales contracts or other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of a deferred purchase price, and which do not, in the aggregate, materially detract from the value of the Company’s property or assets or impair the use thereof or operation of its business;

(d) Liens on property or assets of the Company or any Subsidiary securing obligations of such Obligor or Subsidiary to the Company or a Wholly Owned Subsidiary of the Company;

(e) Liens on insurance policies owned by the Company on the lives of its officers securing policy loans obtained from the insurers under such policies, provided that (i) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (ii) the Company shall not incur any liability to repay any such loans;

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(f) Liens in respect of purchase money obligations in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capitalized Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by paragraph 6C(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith;

(g) Liens (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Company or any Subsidiary of the Company; provided, that any such Lien was not created in contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;

(h) Liens on shares of stock or other equity interests of any Foreign Subsidiary, only to the extent that the Notes and the obligations relating thereto are secured pari passu with any other Indebtedness or obligations secured thereby;

(i) judgment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceedings that are currently being contested in good faith for which adequate reserves have been established;

(j) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of any Obligor or any Subsidiary;

(k) other Liens incidental to the conduct of the business of any Obligor or any Subsidiary or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(l) extensions, renewals, or replacements of any Lien referred to above in subparagraphs (a), (b), (c), (e), (f), (g), (i) and (j) of this paragraph 6D; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; [and]

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(m) Liens securing Indebtedness permitted by paragraph 6C(l); provided that such Liens apply only to (i) the Capital Stock of Dent-A-Med and (ii) the assets of the Dent-A-Med Entities, including the Capital Stock of any Subsidiaries of Dent-A-Med[.] ; and

(n) Liens securing obligations (other than Indebtedness) incurred in the ordinary course of business in an aggregate principal amount not to exceed at any time $5,000,000.

6E. Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock or other equity interests to any Person other than an Obligor (or to qualify directors if required by applicable law) (any such transaction, an “Asset Disposition”), except (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations, disposed of in the ordinary course of business; (b) the sale, lease or other disposition of inventory and Permitted Investments in the ordinary course of business, (c) sales and dispositions permitted under paragraph 6K and sale and leaseback transactions permitted under paragraph 6M, (d) the sale of a store (and related assets) owned by the Company to a franchisee of the Company, (e) sales of receivables and other assets by the Dent-A-Med Entities to the extent permitted by the Dent-A-Med Credit Facility and (f) other sales of assets not to exceed[ $100,000,000 in book value in the aggregate for all such sales], as of any date of determination, for all such sales made on or after the Fourth Amendment Effective Date, an amount equal to five percent (5.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the then most recently ended fiscal quarter for which financial statements have been delivered, provided that, with respect to any such Asset [Dispositon] Disposition (other than sales and disposals of the types described in the foregoing clauses (a) and (b)), (i) no Event of Default shall have occurred and be continuing at the time of, or result from, any such transaction and (ii) the Company shall make a Transfer Prepayment Offer to the extent required by paragraph 4D in connection with such transaction.

6F. Restricted Payments. The Company will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock or other equity interests, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or other equity interests or Indebtedness subordinated to the obligations of the Issuers under the Notes or any options, warrants, or other rights to purchase such common stock or other equity interests or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Company solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to any Obligor, (iii) the payment by the Company or any Subsidiary thereof of the “Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the holders of record of any “Company Units” (as such term is defined in the Closing Date Acquisition Agreement) and the payment by the Company or any Subsidiary thereof of the “Blocker Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the “Blocker Owners” (as such term is defined in the Closing Date Acquisition

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Agreement), in each case pursuant to the terms of the Closing Date Acquisition Documents, (iv) repayment in full by the Company or the Dent-A-Med Entities of any existing subordinated Indebtedness of the Dent-A-Med Entities on the Second Amendment Effective Date in connection with the Company’s acquisition of the Dent-A-Med Entities and (v) other Restricted Payments made by the Company in cash so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect to the payment thereof on a [pro forma basis]Pro Forma Basis, the Company and its Subsidiaries would be in compliance with the financial covenants in paragraphs 6A and 6B measured as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered hereunder.

6G. Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:

(a) Permitted Investments;

(b) Permitted Acquisitions;

(c) Investments made by any Obligor in any other Obligor;

(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $2,000,000 at any time outstanding;

(e) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and the other credit facility agreements referenced in paragraph 6C(f);

(f) Guarantees permitted under paragraph 6C(f);

(g) loans to, and other investments in, Foreign Subsidiaries; provided that the aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, together with the aggregate principal amount of Indebtedness permitted to be incurred under clauses (c) and (e) of paragraph 6C, does not exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any Acquisition financed with such Indebtedness);

(h) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;

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(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6G (including Investments in Subsidiaries);

(j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Moody’s Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $[125,000,000]150,000,000 at any time;

(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity; [and]

(l) other Investments not to exceed $75,000,000 [in the aggregate at any time.]at any time; and

(m) other Investments not to exceed at any time an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.

6H. Restrictive Agreements. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock or other equity interests, to make or repay loans or advances to the Company or any other Subsidiary, to Guarantee Indebtedness of the Company or any other Subsidiary or to transfer any of its property or assets to the Company or any Subsidiary of the Company; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, the Prudential NPA, the SunTrust Agreement, the SunTrust Loan Facility Agreement, or the Existing Note Purchase Agreement (or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Indebtedness under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Prudential NPA or the Existing Note Purchase Agreement), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof, and (v) the foregoing shall not apply to restrictions or conditions imposed by the Dent-A-Med Credit Agreement (in the case of clause (a), solely if such restrictions and conditions apply only to the property or assets securing such Indebtedness).

6I. Amendments to Material Documents. The Company will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner that would have a Material Adverse Effect under their respective certificates of incorporation, bylaws or other organizational documents.

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6J. Accounting Changes. The Company will not, and will not permit any Subsidiary to, (a) make any significant change in accounting treatment or reporting practices other than those permitted by GAAP (each a “Permitted Change”), provided that a Permitted Change will only be permitted to the extent that no Event of Default would occur at the end of the fiscal quarter of the Company in which such Permitted Change is to occur, or at the end of the next succeeding fiscal quarter of the Company, in each case if such Permitted Change were not to be made, or (b) change the fiscal year of the Company or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Company.

6K. Fundamental Changes. The Company will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (a) [the Blocker Corporations may merge or liquidate]any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into any Obligor, provided that such Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (2) any Subsidiary may merge into another Subsidiary or the Company; provided, however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any Subsidiary to such merger is an Obligor, the Obligor shall be the surviving Person, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to an Obligor, or (4) any other Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the Company; provided, that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by paragraph 6G.

6L. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its Wholly-Owned Subsidiaries not involving any other Affiliates, (c) any Restricted Payment permitted by paragraph 6F and (d) transactions permitted under paragraph 6G(d).

6M. Sale and Leaseback Transactions. The Company will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or

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hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, the Company may engage in such sale and leaseback transactions so long as the aggregate fair market value of all assets sold and leased back does not exceed $300,000,000 from and after the Date of Closing.

6N. Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.

6O. Activities of [Aaron Rents and Blocker Corporations]Inactive Subsidiaries. [(a) ]Unless [Aaron Rents Puerto Rico]any Inactive Subsidiary has become a Subsidiary Guarantor, the Company will not permit [Aaron Rents Puerto Rico]such Inactive Subsidiary to engage in any business[ or] activity other than (i) maintaining its existence and/or winding up its affairs and (ii) activities related to the completion of any ongoing tax [audit]audits, and [the Company shall not, and shall not permit any Subsidiary to,](x) no Obligor shall make any additional Investment in [Aaron Rents Puerto Rico]any Inactive Subsidiary other than in connection with the business and activities set forth in clauses (i) and (ii) above[.] of this paragraph 6O and (y) no Inactive Subsidiary shall incur Indebtedness of any type (including, without limitation, any guaranties). Further, the Inactive Subsidiaries shall not at any time after the Fourth Amendment Effective Date have (a) assets with an aggregate book value in excess of $1,000,000, or (b) annual revenue in excess of $1,000,000 in the aggregate.

6P. Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, the Company will not, and will not permit any of the Subsidiaries to (a) permit any Person (other than the Company, any other Obligor or any wholly owned Subsidiary thereof) to own any capital stock of any Subsidiary, except to qualify directors if required by applicable law, and except for any dispositions of Subsidiaries otherwise permitted under this Agreement, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred capital stock.

6Q. [Unless a Blocker Corporation has become a Subsidiary Guarantor, the Company will not permit such Blocker Corporation to engage in any business or activity other than the following activities (i) maintaining its existence and/or winding up its affairs, (ii) merging or liquidating into the Company or another Subsidiary, with the Company or such Subsidiary being the survivor of such merger or liquidation, and (iii) holding the membership interests of Progressive Finance, and the Company shall not, and shall not permit any Subsidiary to, make any additional Investment in either Blocker Corporation other than in connection with the activities set

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forth in clauses (i), (ii) and (iii) above.]Legal Name, State of Formation and Form of Entity. The Company will not, and will not permit any Subsidiary to, without providing ten (10) days prior written notice to each Significant Holder (or such lesser period as each such Significant Holder may agree), change its name, state of formation or form of organization.

7. EVENTS OF DEFAULT.

7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or

(ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or

(iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the Prudential NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the Prudential NPA, which are addressed in paragraph 7A(iii)(A), and (y)[ any] Indebtedness, Capitalized Lease Obligations [or]and other [obligation] obligations in an aggregate principal amount that does not exceed [$20,000,000]two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided

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with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or

(iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or

(v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or

(vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or

(vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or

(viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or

(ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or

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(x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or

(xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or

(xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be

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filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

(xv) a Change in Control shall occur or exist; or

(xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement;

(xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period);

then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, the holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the continuance of such Event of Default, by notice in writing to the Issuers, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to any Obligor, all of the Notes at the time outstanding shall automatically become immediately due and payable, together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived

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by the Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Issuers, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers.

The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (except as herein specifically provided for) and that the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

7B. Rescission of Acceleration. At any time after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) may, by notice in writing to the Issuers, rescind and annul such declaration and its consequences if (i) the Issuers shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Notes, (ii) the Issuers shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Notes or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Issuers shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

7D. Other Remedies. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

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8. REPRESENTATIONS, COVENANTS AND WARRANTIES.

Each Issuer represents, covenants and warrants as follows:

8A. Organization; Authorization. Each Issuer and each of its Subsidiaries is a corporation or limited liability company duly organized and existing in good standing under the respective laws of its jurisdiction of organization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Obligors has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Notes and the other Financing Documents to which it is a party and to perform the provisions hereof and thereof. This Agreement and the Notes have been duly executed and delivered by each Issuer, and constitute, and each other Financing Document to which any Obligor is a party, when executed and delivered by such Obligor, will constitute, valid and binding obligations of such Issuer or such other Obligor (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

8B. Financial Statements. The Company has furnished each Purchaser with the following financial statements, identified by a principal financial officer of the Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the years 2011 to 2013, inclusive, and consolidated statements of income, cash flows and changes in financial position of the Company and its Subsidiaries for each such year, all reported on by Ernst & Young; and (ii) the other financial statements, Company presentations and other disclosure materials set forth on Schedule 8B. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, cash flows and changes in financial position fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole that would have a Material Adverse Effect since December 31, 2013.

8C. Actions Pending. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Issuers, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which the Company believes would result in a Material Adverse Effect.

8D. Outstanding Indebtedness. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6C. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

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8E. Title to Properties. The Company and each of its Subsidiaries have good and marketable title to each of their respective real properties (other than properties which it leases) and good title to all other respective properties and assets, including the properties and assets reflected in the balance sheet as at December 31, 2013 referred to in paragraph 8B (other than properties and assets disposed of in the ordinary course of business), subject to no Lien of any kind except Liens permitted by paragraph 6F. All leases necessary in any material respect for the conduct of the respective businesses of the Company and its Subsidiaries are valid and subsisting and are in full force and effect.

8F. Taxes. The Company and each of its Subsidiaries have filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP.

8G. Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

8H. Offering of Notes.

(a) Neither the Issuers nor any agent acting on their behalf has, directly or indirectly, offered the Notes or any similar security of the Issuers for sale to, or solicited any offers to buy the Notes or any similar security of the Issuers from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and the Prudential Parties, each of which has been offered the Notes or such similar securities of the Issuers at a private sale for investment, and neither the Issuers nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

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(b) Neither the Company nor any Subsidiary, nor any of their respective directors, executive officers or other officers participating in the offering of the Notes, nor any predecessor of the Company or any Subsidiary, any affiliated issuer of the Company or any Subsidiary, any beneficial owner of 20% or more of the outstanding voting equity securities of the Company or any Subsidiary participating in the offering of the Notes, calculated on the basis of voting power, or any promoter currently connected with the Company and its Subsidiaries in any capacity is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.

8I. Use of Proceeds. The Issuers will apply the proceeds of the sale of the Notes as set forth in Schedule 8I. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuers in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the assets of the Company and its Subsidiaries and none of the Issuers has any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this paragraph, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

8J. ERISA. No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Neither the Company, any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from, or will not involve any transaction which is subject to, the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation in paragraph 9B.

8K. Governmental Consent.

(i) Neither the nature of the Company or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes is such as to require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or administrative or governmental body (other than routine filings after the Date of Closing with the SEC and/or state blue sky authorities) in connection with the execution and delivery of this Agreement, the offering, issuance, sale or delivery of the Notes or fulfillment of or compliance with the terms and provisions hereof or of the Notes.

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(ii) The Obligors have obtained all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Obligor, in connection with the execution, delivery, performance, validity and enforceability of the Financing Documents, the Closing Date Acquisition Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders are in full force and effect and all applicable waiting periods have expired, and no known investigation or inquiry by any Governmental Authority regarding the Notes or any transaction being financed with the proceeds thereof (including the Closing Date Acquisition) is ongoing.

8L. Compliance with Laws. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including those relating to protection of the environment except, in any such case, where failure to comply would not result in a Material Adverse Effect.

8M. Environmental Compliance. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all foreign, federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations relating to protection of the environment except, in any such case, where failure to comply would not result in a Material Adverse Effect.

8N. Utility Company Status. Neither the Company nor any Subsidiary is a (i) “holding company,” a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 2005, as amended or (ii) public utility within the meaning of the Federal Power Act, as amended.

8O. Investment Company Status. Neither the Company nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.

8P. Rule 144A. The Notes are not of the same class as securities of the Obligors, if any, listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

8Q. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished to any Purchaser by or on behalf of the Obligors in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact peculiar to the Company or any of its Subsidiaries which has or in the future may (so far as the Company can now foresee) have a Material Adverse Effect and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to each Purchaser by or on behalf of the Obligors prior to the date hereof in connection with the transactions contemplated hereby.

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8R. Foreign Assets Control Regulations, etc.

(i) Neither the Company nor any Controlled Entity is (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (b) an agent, department, or instrumentality of, or is directly or indirectly controlled by or acting on behalf of, or is, in the case of any Controlled Entity (that is not a publicly-traded company), otherwise beneficially owned by, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (c) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (a), clause (b) or clause (c), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

(ii) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (a) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (b) otherwise in violation of U.S. Economic Sanctions.

(iii) Neither the Company nor any Controlled Entity (a) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (b) to the actual knowledge of the Company, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (c) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (d) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company and each Controlled Entity is and will continue to be in compliance in all material respects with all Anti-Money Laundering Laws and U.S. Economic Sanctions and will establish such procedures and controls from time to time which it reasonably believes are adequate to ensure such compliance.

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(iv) (a) Neither the Company nor any Controlled Entity (1) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (2) to the actual knowledge of the Company, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (3) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (4) has been or is the target of sanctions imposed by the United Nations or the European Union;

(b) To the actual knowledge of the Company, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (1) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (2) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (3) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation of any applicable law or regulation or which would cause any holder to be in violation of any law or regulation applicable to such holder; and

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Company and each Controlled Entity is and will continue to be in compliance in all material respects with all Anti-Corruption Laws and will establish such procedures and controls from time to time which it reasonably believes are adequate to ensure such compliance.

9. REPRESENTATIONS OF THE PURCHASER.

Each Purchaser represents as follows:

9A. Nature of Purchase. Such Purchaser is not acquiring the Notes to be purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of its property shall at all times be and remain within its control.

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9B. Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(iii) the Source is either (a) an insurance company pooled separate account, within the meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (a) the identity of such QPAM and (b) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (iv); or

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(v) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

(vi) the Source is a governmental plan; or

(vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

(viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this paragraph 9B, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

10. DEFINITIONS; ACCOUNTING MATTERS.

For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

10A. Yield-Maintenance Terms.

“Called Principal” shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B or has become or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Discounted Value” shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on the Notes is payable, if interest is payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S.

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Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for actively traded on-the-run U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for various maturities. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.

“Remaining Average Life” shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

“Settlement Date” shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or has become or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

“Yield-Maintenance Amount” shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. Other Terms.

[“Aaron Rents Puerto Rico” shall mean Aaron Rents, Inc. Puerto Rico, a Puerto Rico corporation.]

“Acquisition” shall mean any transaction in which the Company or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business, (ii) acquires all or substantially all of the assets of any Person or division thereof, whether through a purchase of assets, merger or otherwise, (iii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority of the voting stock of a corporation, other than the acquisition of voting stock of a Wholly Owned Subsidiary solely in connection with the organization and capitalization of that Subsidiary by any Obligor, or (iv) acquires control of more than 50% ownership interest in any partnership, joint venture or limited liability company.

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“Administrative Agent” shall have the meaning specified in the SunTrust Agreement.

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Issuers, except a Subsidiary. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

“Agreement, this” shall mean this Note Purchase Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” shall have the meaning specified in paragraph 8R(iv) hereof.

“Anti-Money Laundering Laws” shall have the meaning specified in paragraph 8R(iii) hereof.

“AIC” shall have the meaning specified in the introduction hereto.

“Asset Disposition” shall have the meaning specified in paragraph 6E hereof.

“Bankruptcy Law” shall have the meaning specified in paragraph 7A(viii).

“Blocked Person” shall have the meaning specified in paragraph 8R(i) hereof.

[“Blocker Corporations” shall mean the following corporations to be acquired by the Company or a wholly-owned Subsidiary of the Company in connection with the Closing Date Acquisition pursuant to the Closing Date Acquisition Documents: (a) SP GE VIII-B Progressive Blocker Corp., a Delaware corporation, and (b) SP SD IV-B Progressive Blocker Corp., a Delaware corporation.]

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Capitalized Lease Obligation” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any bank lender under the SunTrust Agreement, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or

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(iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s Investors Service, Inc. is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s Investors Service, Inc. and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any Lender) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing clauses (a) through (d).

“Casualty Event” shall have the meaning specified in paragraph 4D hereof.

“Change in Control” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) of 33 1/3% or more of the total voting power of shares of stock entitled to vote in the election of directors of the Company; or (c) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“CISADA” shall have the meaning specified in paragraph 8R(i) hereof.

“Closing” shall have the meaning specified in paragraph 2 hereof.

“Closing Date Acquisition” shall mean the acquisition by the Company of all or substantially all of the capital stock or assets of Progressive Finance and the Progressive Finance Subsidiaries pursuant to the Closing Date Acquisition Documents.

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“Closing Date Acquisition Agreement” shall mean that certain Agreement and Plan of Merger, dated as of April 14, 2014, by and among the Company, Progressive Finance, the Merger Sub and the Representative (as defined in Closing Date Acquisition Agreement) party thereto, as such agreement may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement.

“Closing Date Acquisition Documents” shall mean, collectively (i) the Closing Date Acquisition Agreement, (ii) that certain Purchase Agreement dated as of April 14, 2014, by and among the Company and the entities identified as “Blocker Owners” therein, pursuant to which the Company or a Wholly Owned Subsidiary has agreed to purchase, and such Blocker Owners have agreed to sell and assign to the Company or another Obligor immediately prior to the effective time of the Closing Date Acquisition, 100% of the outstanding equity interests in the Blocker Corporations, (iii) the certificate of merger with respect to the merger of Merger Sub with and into Progressive Finance to be filed with the Secretary of State of the State of Delaware on the Date of Closing and (iv) each other material document, instrument, certificate and agreement executed and delivered in connection therewith, in each case as such agreements, documents, instruments, certificates may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company” shall have the meaning specified in the introduction hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Consolidated EBITDA” shall mean[,] for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, an amount equal to the sum of ([a]i) Consolidated Net Income for such period plus ([b]ii ) to the extent deducted in determining Consolidated Net Income for such period, [(i]but without duplication, (A) Consolidated Interest Expense, ([ii]B) income tax expense, ([iii]C ) depreciation (excluding depreciation of rental merchandise) and amortization, ([iv]D) all other non-cash charges, ([v] E) closing costs, fees and expenses incurred during such period in connection with the [Closing Date Acquisition and the ]transactions contemplated by the Financing Documents, the [Prudential]MetLife NPA, the SunTrust Agreement, the Existing Note Purchase Agreement and the SunTrust Loan Facility Agreement (including the amendments thereto), in each case paid during such period to Persons that are not Affiliates of the Company or any Subsidiary, [not to exceed $15,000,000 in the aggregate, (vi) one-time fees, costs and expenses (including without limitation legal and other professional fees) in connection with (x) the retirement and severance of Ronald W. Allen and David Buck and (y) the bid by Vintage Capital Management to acquire the Company, and other proxy contests and shareholder proposals, including costs, expenses and fees relating to responding to, defending and settling such matters, in each case to the extent such fees, costs and expenses were incurred prior to the First Amendment Effective Date, and (vii) transaction closing costs, fees and expenses actually incurred during such period in connection with the negotiation and closing of the First Amendment to NPA, and the related amendments to the SunTrust Loan Facility Agreement, the SunTrust Agreement, the Prudential NPA, the Existing Note Purchase Agreement, and the related transaction documents, in each case paid during such period to Persons that are not Affiliates of the Company or any Subsidiary](F) up to $16,600,000 in restructuring charges incurred in Fiscal Year 2016 in connection with the closure and

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consolidation of 56 Company-operated stores, (G) up to $13,800,000 in restructuring charges incurred in the first half of Fiscal Year 2017 in connection with the closure and consolidation of 63 Company-operated stores, (H) up to $2,000,000 in transaction fees and expenses (including legal fees and expenses and investment banker fees) paid by Company in connection with the SEI Acquisition, (I) up to $3,850,000 in reimbursement and/or settlement of any expenses, indemnity claims and other items, in each case, to the extent payable by Company to SEI or SEI’s subsidiaries or affiliates pursuant to the terms of the SEI Acquisition Agreement or any related ancillary acquisition documents between such parties, (J) up to $1,500,000 in advisory fees and expenses paid by the Company to its third party consultant in the second and third Fiscal Quarters of 2017, (K) up to $750,000 in construction and design related fees and expenses; (L) business optimization, restructuring and transition expenses, costs, charges, accruals or reserves incurred within three (3) years of any Permitted Acquisition, which for the avoidance of doubt shall include severance payments and costs, legal defense and settlement costs (including any costs paid in satisfaction of judgments), relocation costs, costs related to the closure, opening, curtailment and/or consolidation of facilities, retention charges, systems establishment costs, spin-off costs, integration costs, signing costs, retention and completion bonuses, amortization of signing bonuses, inventory optimization expenses, contract termination costs, transaction costs, costs related to entry into new markets, consulting fees and recruiter fees; (M) business optimization, restructuring and transition related expenses, costs, charges, accruals or reserves which are unrelated to any Permitted Acquisition or divestiture of assets, all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; provided that the aggregate amount for all such items under this clause (M) shall not exceed $10,000,000 in the aggregate during any four fiscal quarter period; (N) loss of on-lease and off-lease inventory, physical damage to stores, infrastructure, capital assets and other assets of the business and loss of revenue, in each case, (1) to the extent reasonably identifiable by the Company as having resulted from significant weather events or other natural disasters in areas that have been declared a federal disaster or otherwise qualify for federal emergency assistance, (2) to the extent occurring within twelve (12) months after the occurrence of such significant weather event or natural disaster, and (3) net of all related insurance proceeds received related thereto (including, without limitation, all business interruption insurance and casualty insurance), all as determined on a consolidated basis for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period; and (O) the amount of cost savings and synergies projected by the Company in good faith to be reasonably anticipated to be realized from actions taken or committed to be taken during such period in connection with any Permitted Acquisition or any permitted disposition of assets (in each case calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period, net of the amount of actual benefits realized prior to or during such period from such actions); provided that such actions have been taken or have been committed to be taken, and the benefits resulting therefrom are anticipated by the Company in good faith to be realized within twenty-four (24) months after the completion of the related Permitted Acquisition or permitted disposition of assets; and provided, further, that the aggregate amount for all such items under this clause (O) shall not exceed $50,000,000 in the aggregate during the term of this Agreement, all as determined on a consolidated basis for the

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Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period. Notwithstanding the foregoing, the amounts added back to Consolidated Net Income in reliance on clauses (ii)(L), (ii)(M) and (ii)(N) above shall not exceed $50,000,000 in the aggregate during any four fiscal quarter period.

“Consolidated EBITDAR” shall mean, for the Company and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated EBITDA and (b) Consolidated Lease Expense.

“Consolidated Fixed Charge Coverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated EBITDAR for the period of four consecutive fiscal quarters of the Company ending on, or most recently ended as of, such date, to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges” shall mean, for the Company and its Subsidiaries for any period, [determined on a consolidated basis in accordance with GAAP, ]the sum (without duplication) of (a) Consolidated Interest Expense paid or payable for such period plus (b[) Consolidated Scheduled Debt Payments for such period plus (c]) Consolidated Lease Expense.

“Consolidated Interest Expense” shall mean, for the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for any period, determined on a consolidated basis in accordance with GAAP, total cash interest expense, including without limitation the interest component of any payments in respect of Capitalized Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period).

“Consolidated Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals payable by the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) with respect to leases of real and personal property (excluding Capitalized Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets and (iii) any equity interest of the Company and its Subsidiaries[ (other than the Dent-A-Med Entities)] in the unremitted earnings of any Person that is not the Company or a Subsidiary, and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or a Subsidiary[ (other than the Dent-A-Med Entities).][“Consolidated Scheduled Debt Payments” means for any period for the Company and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Total Debt. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period and (b) shall not include any voluntary or mandatory prepayments (other than regularly scheduled amortization payments of Consolidated Total Debt).], except to the extent provided for in the definition of Pro Forma Basis in connection with a Permitted Acquisition.

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“Consolidated Total Debt” shall mean, at any time, all then currently outstanding obligations, liabilities and indebtedness of the Company and its Subsidiaries (other than, at any time prior to the DAMI Joinder Date, the Dent-A-Med Entities) on a consolidated basis of the types described in the definition of Indebtedness.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term “Controlled” shall have a correlative meaning.

“Controlled Entity” shall mean any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates.

“DAMI Joinder Date” means the date the Dent-A-Med Entities become Subsidiary Guarantors by executing and delivering a joinder to the Subsidiary Guarantee Agreement.

“DAMI Pledge Agreement” means that certain Collateral Pledge Agreement, dated on or about the Second Amendment Effective Date, made and executed by Progressive Finance in favor of Wells Fargo Bank, N.A.

“Date of Closing” shall have the meaning specified in paragraph 2 hereof.

“Debt Prepayment Transfer” shall have the meaning specified in paragraph 4D(a) hereof.

“Default” shall mean any of the events specified in paragraph 7A, whether or not any requirement for such event to become an Event of Default has been satisfied.

“Dent-A-Med” means Dent-A-Med Inc., an Oklahoma corporation.

“Dent-A-Med Credit Agreement” means that certain Loan and Security Agreement dated as of May 18, 2011 by and among the Dent-A-Med Entities, as co-borrowers, the lenders party thereto and Wells Fargo Bank, N.A. (as successor by merger to Wells Fargo Preferred Capital, Inc.), as agent for the lenders thereunder as in effect on the [Third]Fourth Amendment Effective Date.

“Dent-A-Med Entities” means Dent-A-Med, [Dent-A-Med Receivables Corporation, a Delaware corporation, ]HC Recovery, Inc., an Oklahoma corporation and any other direct or indirect subsidiary of Dent-A-Med formed after the [Second]Fourth Amendment Effective Date.

“Domestic Controlled Affiliate” shall mean each Affiliate of the Company that is (a) Controlled by the Company, and (b) incorporated or organized under the laws of any State of the United States, the District of Columbia or Puerto Rico.

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“Domestic Subsidiary” shall mean each Subsidiary of the Company that is incorporated or organized under the laws of any State of the United States of America, the District of Columbia or Puerto Rico.

“EBITDA” shall have the meaning specified in paragraph 5N.

“EDGAR” shall mean the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Issuance” shall have the meaning specified in paragraph 4E(a) hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the

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Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Existing Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated as of July 5, 2011, by and among the Issuers, the other Obligors party thereto and each of the Existing Noteholders, pursuant to which the Issuers issued the Existing Notes, as amended by that certain Amendment No. 1 to Note Purchase Agreement dated as of December 19, 2012, that certain Amendment No. 2 to Note Purchase Agreement dated as of October 8, 2013[ and] that certain Amendment No. 3 to Note Purchase Agreement dated as of April 14, 2014, that certain Amendment No. 4 to Note Purchase Agreement dated as of December 9, 2014, that certain Amendment No. 5 to Note Purchase Agreement dated as of September 21, 2015, that certain Amendment No. 6 to Note Purchase Agreement dated as of June 30, 2016, that certain Amendment No. 7 to Note Purchase Agreement dated the Date of Closing and as may be further amended, restated, supplemented or otherwise modified from time to time.

“Existing Noteholders” shall mean each holder of an Existing Note.

“Existing Note(s)” shall mean those certain Second Amended and Restated Senior Notes due April 27, 2018, issued pursuant to the Existing Note Purchase Agreement.

“Financing Documents” means this Agreement, the Notes, the Intercreditor Agreement (including each joinder thereto), the Subsidiary Guarantee Agreement and each Joinder Agreement.

“First Amendment Effective Date” means December 9, 2014.

“First Amendment to NPA” means that certain Amendment No. 1 to Note Purchase Agreement, dated as of the First Amendment Effective Date, by and among the Issuers and each of the holders of the Notes party thereto.

“Fiscal Quarter” means a fiscal quarter of the Company.

“Fiscal Year” means a fiscal year of the Company.

“Foreign Pledge Date” shall have the meaning set forth in paragraph 5N.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Fourth Amendment Effective Date” means September 18, 2017.

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“GAAP” shall have the meaning set forth in paragraph 10C.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Guarantee” of or by any Person (the “Guarantor”) shall mean any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Inactive Subsidiaries” means the Subsidiaries of Company identified on Schedule 10 attached hereto.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”.

“Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred

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purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided that for purposes of paragraph 7A(iii), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capitalized Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (v) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock or other equity interests of such Person, and (x) Off-Balance Sheet Liabilities. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“INHAM Exemption” shall have the meaning specified in paragraph 9B(v) hereof.

“Initial Subsidiary Guarantors” shall mean, collectively, (a) Aaron’s Logistics, LLC, a Georgia limited liability company, (b) Aaron’s Strategic Services, LLC, a Georgia limited liability company, (c) Aaron’s Procurement Company, LLC, a Georgia limited liability company, (d) Aaron’s Production Company, a Georgia corporation, and (e) 99 LTO, LLC, a Georgia limited liability company.

“Institutional Investor” shall mean any insurance company, commercial, investment or merchant bank, finance company, mutual fund, registered money or asset manager, savings and loan association, credit union, registered investment advisor, pension fund, investment company or fund, licensed broker or dealer, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act, or any successor law, rule or regulation) or institutional “accredited investor” (as such term is defined under Regulation D promulgated under the Securities Act, or any successor law, rule or regulation).

“Intercreditor Agreement” shall have the meaning specified in paragraph 3L hereof.

“Investment” shall have the meaning specified in paragraph 6G.

“Joinder Agreement(s)” shall have the meaning specified in paragraph 5H.

“Lenders” shall mean the “Lenders” under the SunTrust Agreement.

“Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). A covenant not to grant a Lien or a “negative pledge” shall not be a Lien for purposes of this Agreement.

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“Material Adverse Effect” shall mean (i) a material adverse effect on the business, assets, liabilities, operations or financial condition of the Company and its Subsidiaries, taken as a whole, (ii) a material impairment of the Obligors’ ability to perform any of their respective obligations under the Agreement, the Notes or any other Financing Document to which they are parties, or (iii) a material impairment of the validity or enforceability of this Agreement, the Notes or any other Financing Document.

“Material Subsidiary” shall mean, at any time, any direct or indirect Subsidiary of the Company having: (a) assets in an amount equal to at least 5% of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of the most recent fiscal quarter of the Company at such time; or (b) revenues or net income in an amount equal to at least 5% of the total revenues or net income of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP for the 12-month period ending on the last day of the most recent fiscal quarter of the Company at such time.

“Merger Sub” shall mean Virtual Acquisition Company, LLC, a Delaware corporation and a direct wholly-owned Subsidiary of the Company.

“Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC Annual Statement” shall have the meaning specified in paragraph 9B(i) hereof.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by the Company or any Domestic Subsidiary in respect of (a) any Asset Disposition, (b) any Casualty Event, (c) any Unpermitted Debt Incurrence or (d) any Equity Issuance, in each case net of direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), taxes paid or payable as a result thereof and, in the case of any Asset Disposition or Casualty Event, the amount necessary to retire any Indebtedness secured by a Lien permitted under this Agreement (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by the Company or any Domestic Subsidiary in connection with any Asset Disposition by the Company or any of its Subsidiaries, any Casualty Event or any issuance of Indebtedness not permitted under paragraph 6C.

“Notes” shall have the meaning specified in paragraph 1 hereto.

“Obligors” shall, collectively, the Issuers and each Subsidiary Guarantor.

“OFAC” shall have the meaning specified in paragraph 8R(i) hereof.

“OFAC Listed Person” shall have the meaning specified in paragraph 8R(i) hereof.

“OFAC Sanctions Program” shall mean any program identified at http://www.ustreas.gov/offices/enforcement/ofac/programs/.

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“Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, other than indemnity obligations for any breach of any representation or warranty which are customary in nonrecourse sales of such assets, (ii) any liability of such Person under any sale and leaseback transactions which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“Officer’s Certificate” shall mean a certificate signed in the name of the Company by any one or more of its President, its Executive Vice President, its Chief Financial Officer, any one of its Vice Presidents or its Treasurer.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Acquisitions” shall mean (a) the [Closing Date]SEI Acquisition,[ the Dent-A-Med Acquisition (as such term is defined in the Second Amendment to NPA)] and (b) any other Acquisition (whether foreign or domestic) so long as[, in each case with respect to the Dent-A-Med Acquisition or any such other Acquisition, (a] (i) immediately before and after giving effect to such Acquisition, no Default or Event of Default is in existence, ([b] ii) such Acquisition has been approved by the board of directors of the Person being acquired prior to any public announcement thereof, ([c]iii ) to the extent such Acquisition is of a Person or Persons that are not organized in the United States and/or of all or substantially all of the assets of a Person located outside the United States and the aggregate EBITDA attributable to all Foreign Subsidiaries for the most recently ended twelve month period (after giving pro forma effect to such Acquisition) exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, the Company complies with paragraph 5N hereof, and ([d]iv) immediately after giving effect to such Acquisition, the Company and its Subsidiaries will not be engaged in any business other than (x) businesses of the type conducted by the Company and its Subsidiaries on the Fourth Amendment Effective Date[ of Closing] and businesses reasonably related thereto, and (y) any other ancillary businesses which are complementary to the business of the Company and its Subsidiaries as conducted as of the Fourth Amendment Effective Date and that generally provide goods or services to the same types of consumers serviced by the businesses of the Company and its Subsidiaries as of the Fourth Amendment Effective Date. As used herein, Acquisitions will be considered related Acquisitions if the sellers under such Acquisitions are the same Person or any affiliate thereof.

“Permitted Change” shall have the meaning specified in paragraph 6J.

“Permitted Investments” shall mean:

(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

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(ii) commercial paper having an A or better rating, at the time of acquisition thereof, from S&P or Moody’s Investors Service, Inc., and in either case maturing within one year from the date of acquisition thereof;

(iii) certificates of deposit, bankers’ acceptances and time deposits maturing within one year of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; and

(v) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above.

“Person” shall mean any individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Date” shall have the meaning specified in paragraph 4E(a) hereof.

“Prepayment Offer” shall have the meaning specified in paragraph 4E(a) hereof.

“Private Placement Debt” shall mean Indebtedness incurred by the Company or its Subsidiaries in respect of the issuance and sale of notes or other securities by the Company or its Subsidiaries to Institutional Investors, which issuance and sale does not require registration of such securities with the SEC pursuant to the Securities Act.

“Pro Forma Basis” shall mean, for purposes of calculating compliance with respect to any asset sale, casualty event, Permitted Acquisition, Restricted Payment or incurrence of Indebtedness, or any other transaction subject to calculation on a “Pro Forma Basis” as indicated herein (including without limitation, for purposes of determining compliance with the financial covenants in paragraphs 6A and 6B) that such transaction shall be deemed to have occurred as of the first day of the period of four Fiscal Quarters most recently ended (the “Reference Period”) for which the Company has delivered financial statements pursuant to paragraph 5A. For purposes of any such calculation in respect of any Permitted Acquisition, (a) income statement and cash flow statement items attributable to the Person or property subject to such Permitted Acquisition shall be included in Consolidated EBITDA for such Reference Period after giving pro forma effect thereto as if such Permitted Acquisition occurred on the first day of such Reference Period; (b) any

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Indebtedness incurred or assumed by any Company or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; (c) capital expenditures attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period, and (d) except as permitted pursuant to clauses (L), (M) and (O) of the definition of Consolidated EBITDA, no adjustments for unrealized synergies shall be included.

“Progressive Finance” shall mean Progressive Finance Holdings, LLC, a Delaware limited liability company.

“Progressive Finance Subsidiaries” shall mean the direct and indirect Subsidiaries of Progressive Finance acquired by the Company on the consummation of the Closing Date Acquisition as further identified on Schedule 5O hereto.

“Prudential NPA” shall have the meaning specified in paragraph 3J hereof.

“Prudential Parties” shall have the meaning specified in paragraph 3J hereof.

“PTE” shall have the meaning specified in paragraph 9B(i) hereof.

“Purchaser” shall mean each Person named on the Purchaser Schedule attached hereto.

“Purchaser Schedule” shall mean that Purchaser Schedule attached as Schedule A hereto.

“QPAM Exemption” shall have the meaning specified in paragraph 9B(iv) hereof.

“Ratable Portion” shall mean, with respect of any holder of any Note in connection with any prepayment pursuant to paragraph 4D or 4E hereof resulting from any Debt Prepayment Transfer, any Unpermitted Debt Incurrence or any Equity Issuance, an amount equal to the quotient of (a) the aggregate outstanding principal amount of the Notes held by such holder, divided by (b) the aggregate principal amount of all Notes then outstanding.

“Related Fund” shall mean, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

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“Required Holder(s)” shall mean the holder or holders of at least 51% of the aggregate principal amount of the Notes from time to time outstanding (exclusive of Notes then owned by the Company, any Subsidiary of the Company or any of their respective Affiliates).

“Responsible Officer” shall mean the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of each of the Issuers or any other officer of the Issuers involved principally in its financial administration or its controllership function.

“Restricted Payment” shall have the meaning specified in paragraph 6F hereto.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and any successor thereto.

“SEC” means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said Commission.

“SEI” shall mean SEI/Aaron’s, Inc., a Georgia corporation.

“SEI Acquisition” shall mean the acquisition by the Company of substantially all of the assets of its franchisee, SEI/Aaron’s, Inc., which acquisition was consummated on or about July 27, 2017.

“SEI Acquisition Agreement” shall mean that certain Asset Purchase Agreement dated as of July 27, 2017, by and among SEI, certain subsidiaries and affiliates of SEI party thereto and the Company.

“Second Amendment Effective Date” means September 21, 2015.

“Second Amendment to NPA” means that certain Amendment No. 2 to Note Purchase Agreement, dated as of the Second Amendment Effective Date, by and among the Issuers and each of the holders of the Notes party thereto.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Debt” shall mean the Notes and any other Indebtedness of the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Indebtedness of the Company or any Subsidiary (including, without limitations, the obligations of the Company under this Agreement or the Notes).

“Significant Holder” shall mean (i) each Purchaser, so long as it shall hold (or be committed under this Agreement to purchase) any Note, or (ii) any other holder of at least 5% of the aggregate principal amount of the Notes from time to time outstanding.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability

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of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability.

“Source” shall have the meaning specified in paragraph 9B hereof.

“Subsidiary” shall mean any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interest are, as of such date, owned, controlled or held, by the Company or one of more subsidiaries of the Company. Unless otherwise indicated, all references to a “Subsidiary” or “Subsidiaries” herein shall mean a Subsidiary of the Company.

“Subsidiary Guarantee Agreement” shall have the meaning specified in paragraph 3M hereof.

“Subsidiary Guarantor” shall mean (a) each Initial Subsidiary Guarantor (other than the Inactive Subsidiaries), (b) Progressive Finance, Prog Leasing, LLC, NPRTO Arizona, LLC, NPRTO California, LLC, NPRTO Florida, LLC, NPRTO Georgia, LLC, NPRTO Illinois, LLC, NPRTO Michigan, LLC, NPRTO New York, LLC, NPRTO Ohio, LLC, NPRTO Texas, LLC, NPRTO Mid-West, LLC, NPRTO North-East, LLC, NPRTO South-East, LLC, NPRTO West, LLC and (c) each other Subsidiary of the Company that executes a Joinder Agreement to the Subsidiary Guarantee Agreement pursuant to paragraph 5H or paragraph 5O hereof.

“SunTrust” shall mean SunTrust Bank, together with its successors and assigns.

“SunTrust Agreement” shall (a) have the meaning as specified in paragraph 3K hereof prior to the Fourth Amendment Effective Date, and (b) on and after the Fourth Amendment Effective Date, that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of the Fourth Amendment Effective Date, by and among the Company, the Administrative Agent, SunTrust and the other lenders party thereto, pursuant to which SunTrust and the other lenders party thereto shall have agreed to provide to the Company, subject to the terms and conditions thereof, a revolving loan facility in the aggregate principal amount of up to $400,000,000 and term loans in the aggregate principal amount of $100,000,000, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

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“SunTrust Loan Facility Agreement” shall mean that certain Third Amended and Restated Loan Facility Agreement and Guaranty, dated as of the Date of Closing, by and among the Company, SunTrust and the financial institutions party thereto, as amended by (i) that certain First Amendment to Loan Facility Agreement, dated as of December 9, 2014, [and as](ii) that certain Second Amendment to Loan Facility Agreement, dated as of September 11, 2015, (iii) that certain Third Amendment to Loan Facility Agreement, dated as of December 4, 2015, (iv) that certain Fourth Amendment to Loan Facility Agreement, dated as of June 30, 2016, (v) that certain Fifth Amendment to Loan Facility Agreement, dated as of December 6, 2016 and (vi) that certain Sixth Amendment to Loan Facility Agreement, dated as of the Fourth Amendment Effective Date, and as may be further amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“Third Amendment Effective Date” means June 30, 2016.

“Total Debt to EBITDA Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the [period of ]four consecutive fiscal quarters [of the Company ]ending on, or most recently [ending] ended as of, such date.

“Transfer Prepayment Date” shall have the meaning specified in paragraph 4D(a) hereof.

“Transfer Prepayment Offer” shall have the meaning specified in paragraph 4D(a) hereof.

“Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased under this Agreement.

“Unpermitted Debt Incurrence” shall have the meaning specified in paragraph 4E(a) hereof.

“U.S. Economic Sanctions” shall have the meaning specified in paragraph 8R(i) hereof.

“USA PATRIOT Act” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Wholly Owned Subsidiary” shall mean any Subsidiary, all of the stock of every class of which is, at the time as of which any determination is being made, owned by the Company either directly or through Wholly Owned Subsidiaries, and which has outstanding no options, warrants, rights or other securities entitling the holder thereof (other than the Company or a Wholly Owned Subsidiary) to acquire shares of capital stock of such corporation.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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10C. Accounting and Legal Principles, Terms and Determinations.

(a) All references in this Agreement to “GAAP” shall mean generally accepted accounting principles, as in effect in the United States from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Company delivered pursuant to paragraph 5A(ii); provided, that if the Company notified the holders of Notes that the Company wishes to amend any covenant in paragraph 6A or 6B to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Required Holders notify the Company that the Required Holders wish to amend paragraph 6A or 6B or such purpose), then the Company and the holders of the Notes shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Holders. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraph 5A(i) or (ii) or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced.

(b) Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Obligor or any Subsidiary of any Obligor at “fair value”, as defined therein and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such leases shall continue to be treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective.

(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in paragraphs 6A and 6B (including for purposes of any transaction that by the terms of this Agreement requires that any financial covenant contained in paragraphs 6A and 6B be calculated on a [pro forma basis]Pro Forma Basis) shall be made on a [pro forma basis]Pro Forma Basis with respect to (i) sales, leases, transfers and/or involuntary dispositions of property in any period of twelve months with an aggregate fair market value in excess of $15,000,000, (ii) any Acquisition, (iii) any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment under, and as defined in the SunTrust Agreement and (iv) any payment of a Restricted Payment occurring during such period[, assuming, in each case, that each such transaction specified in clauses (i) through (iv) above occurred on the first day of the period for which such financial covenants are being tested].

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11. MISCELLANEOUS.

11A. Note Payments. So long as any Purchaser shall hold any Note, the Issuers will make payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City time, on the date due) to such Purchaser’s account or accounts as specified in the Purchaser Schedule attached hereto, or such other account or accounts in the United States as such Purchaser may designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Issuers agree to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

11B. Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Issuers shall pay, and save each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket expenses arising in connection with such transactions, including:

(i) (A) all stamp and documentary taxes and similar charges, (B) costs of obtaining a private placement number from S&P for the Notes and (C) fees and expenses of brokers, agents, dealers, investment banks or other intermediaries or placement agents, in each case as a result of the execution and delivery of this Agreement or the issuance of the Notes;

(ii) document production and duplication charges and the reasonable fees and expenses of any special counsel engaged by such Purchaser or such Transferee in connection with (A) this Agreement and the transactions contemplated hereby, (B) the execution and delivery of any Joinder Agreement by a Subsidiary Guarantor, and (C) any subsequent proposed waiver, amendment or modification of, or proposed consent under, this Agreement, whether or not such the proposed action shall be effected or granted;

(iii) the costs and expenses, including reasonable attorneys’ and financial advisory fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of your or such Transferee’s having acquired any Note, including without limitation costs and expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case;

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(iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuers; and

(v) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners; provided, that such costs and expenses under this clause (c) shall not exceed $3,500.

The obligations of the Issuers under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.

11C. Consent to Amendments. This Agreement may be amended, and the Issuers may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $1,000,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Issuers shall, at their expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder’s attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which

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were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Issuers will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

11E. Persons Deemed Owners; Participations. Prior to due presentment for registration of transfer, the Issuers may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Issuers shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant participations in such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion.

11F. Survival of Representations and Warranties; Entire Agreement. All representations and warranties contained herein or made in writing by or on behalf of the Issuers in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by a Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers and the Issuers and supersede all prior agreements and understandings relating to the subject matter hereof.

11G. Successors and Assigns. All covenants and other agreements in this Agreement contained by or on behalf of either of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

11H. Confidential Information. For the purposes of this paragraph 11H, “Confidential Information” means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under paragraph 5A that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure

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reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this paragraph 11H, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 11H), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this paragraph 11H), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this paragraph 11H as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this paragraph 11H.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between such Purchaser or such holder and the Issuers, this paragraph 11H shall supersede any such other confidentiality undertaking.

11I. Notices. All written communications provided for hereunder shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to a Purchaser, addressed to it at the address specified for such communications in the Purchaser Schedule attached hereto, or at such other address as such Purchaser shall have specified to the Company in writing, (ii) if to any other holder of any Note, addressed to such other holder at such address as such other holder shall have specified to the Company in writing or, if any such other holder shall not have so specified an address to the Company, then addressed to such other holder in care of the last holder of such Note which shall have so specified an address to the Company, and (iii) if to the Issuers, addressed to them at:

The Company:

[1100 Aaron Building]

[309 East Paces Ferry Road, NE]

62

400 Galleria Parkway SE, Suite 300

Atlanta, GA [30305-2377]30339

[Attention: Gilbert L. Danielson]

Attn: Chief Financial Officer

Telecopy [No. 404.240.6520]Number: (855) 778-8565

AIC:

Aaron Investment Company

[Two Greenville Crossing]

[4005 Kennett Pike, Suite 220]

[Greenville, Delaware 19807]

[Attention: Marianne Stearns and Linda Jones]

[Telecopy No.: 302.655.5209]

[With a copy to:]

[Aaron Investment Company]

[1100 Aaron Building]

[309 East Paces Ferry Road, NE]

400 Galleria Parkway SE, Suite 300

Atlanta, GA [30305-2377]30339

[Attention: Gilbert L. Danielson]

Attn: Chief Financial Officer

Telecopy [No.: 404.240.6520]Number: (855)-778-8565

or at such other address as the Issuers shall have specified to the holder of each Note in writing; provided, however, that any such communication to the Issuers may also, at the option of the holder of any Note, be delivered by any other means either to the Issuers at the addresses specified above or to any officer of the Issuers.

11J. Payments due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day. If the date for any payment is extended to the next succeeding Business Day by reason of the preceding sentence, the period of such extension shall not be included in the computation of the interest payable on such Business Day.

11K. Satisfaction Requirement. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

11L. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York.

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11M. Consent to Jurisdiction; Waiver of Immunities. The Issuers hereby irrevocably submit to the jurisdiction of any New York state or Federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, and the Issuers hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in New York state or Federal court. The Issuers hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Issuers agree and irrevocably consent to the service of any and all process in any such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to CT Corporation System at 1633 Broadway, New York, New York 10019. The Issuers agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph 11M shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Issuers or their property in the courts of any other jurisdiction. To the extent that the Issuers have or hereafter may acquire immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property, the Issuers hereby irrevocably waive such immunity in respect of its obligations under this agreement.

11N. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11O. Descriptive Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

11P. Counterparts. This Agreement may be executed in any number of counterparts (or counterpart signature pages), each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of a facsimile or electronic transmission of an executed signature page shall be effective as delivery of an original.

11Q. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not (i) avoid the occurrence of an Event of Default or Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holders to prohibit (through equitable action or otherwise) the taking of any action by the Company or a Subsidiary which would result in an Event of Default or Default.

11R. WAIVER OF JURY TRIAL. THE ISSUERS AND THE HOLDERS OF THE NOTES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT

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MATTER OF THIS TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE HOLDERS OF THE NOTES AND THE ISSUERS EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE HOLDERS OF THE NOTES AND THE ISSUERS FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11S. Severalty of Obligations. The sales of Notes to the Purchasers are to be several sales, and the obligations of the Purchasers under this Agreement are several obligations. Except as provided in paragraph 3E, no failure by any Purchaser to perform its obligations under this Agreement shall relieve any other Purchaser or any Issuer of any of its obligations hereunder, and no Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other Purchaser hereunder.

11T. Independent Investigation. Each Purchaser has made its own independent investigation of the condition (financial and otherwise), prospects and affairs of the Issuers in connection with its purchase of the Notes hereunder and has made and shall continue to make its own appraisal of the creditworthiness of the Issuers. No holder of Notes shall have any duty or responsibility to any other holder of Notes, either initially or on a continuing basis, to make any such investigation or appraisal or to provide any credit or other information with respect thereto. No holder of Notes is acting as agent or in any other fiduciary capacity on behalf of any other holder of Notes.

11U. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

[Remainder of page intentionally left blank. Next page is signature page.]

65

Please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the Issuers, whereupon this letter shall become a binding agreement between the Issuers and each Purchaser.

Very truly yours,
AARON’S, INC.
By:
Name:	Gilbert L. Danielson
Title:	Executive Vice President
	and Chief Financial Officer
AARON INVESTMENT COMPANY
By:
Name:	Gilbert L. Danielson
Title:	Vice President and Treasurer

The foregoing Agreement is hereby accepted

as of the date first above written.

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INVESTORS USA INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment Manager

METLIFE INSURANCE COMPANY OF CONNECTICUT

by Metropolitan Life Insurance Company, its Investment Manager

NEW ENGLAND LIFE INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment Manager

GENERAL AMERICAN LIFE INSURANCE COMPANY

by Metropolitan Life Insurance Company, its Investment Manager

By: 

Name:

Title:

SCHEDULE A

PURCHASER SCHEDULE

Purchaser Name	METROPOLITAN LIFE INSURANCE COMPANY
Name in which to register Note(s)	METROPOLITAN LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)	RB-1; $57,000,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer Bank Name:          JPMorgan Chase Bank ABA Routing #:    021-000-021 Account No.:         002-2-410591 Account Name:     Metropolitan Life Insurance Company Ref:                       “Accompanying Information” below For all payments other than scheduled payments of principal and interest, the Company shall seek instructions [form]from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth below.
Accompanying Information	Name of Issuers: AARON’S, INC. AARON INVESTMENT COMPANY Description of Security:             4.75% Series B Senior Notes April 14, 2021 PPN:                   00256@ AC3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # / Email for all notices and communications	Metropolitan Life Insurance Company Investments, Private Placements [P.O. Box 1902] [10 Park Avenue] One MetLife Way [Morristown]Whippany, New Jersey [07962-1902]07981 Attention: Edward Teagan, Director [Facsimile: (973) 355-4250] Emails: PPUCompliance@metlife.com and edward.teagan@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company, Investments Law [P.O. Box 1902] [10 Park Avenue] One MetLife Way [Morristown]Whippany, New Jersey [07962-1902]07981 Attention: Chief Counsel-[Securities ]Investments Law (PRIV) Email: [sec_invest_law@metlife.com]sec_invest_law@metlife.com

Schedule A-1

Purchaser Name	METROPOLITAN LIFE INSURANCE COMPANY
Instructions re Delivery of Notes	Metropolitan Life Insurance Company [Securities], Investments[, ]-Law [Department] [10 Park Avenue] [Morristown, New Jersey 07962] One MetLife Way Whippany, NJ 07981 Attention: Thomas Pasuit, [Esq.]VP & Associate General Counsel
Signature Block Format	METROPOLITAN LIFE INSURANCE COMPANY By:                                                                  Name: Title:
Tax Identification Number	13-5581829

Schedule A-2

Purchaser Name	NEW ENGLAND LIFE INSURANCE COMPANY
Name in which to register Note(s)	NEW ENGLAND LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)	RB-4; $3,500,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer Bank Name:       JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.:      955243246 Account Name: New England Life Insurance Company Ref:                      “Accompanying Information” below For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth below.
Accompanying Information	Name of Issuers: AARON’S, INC. AARON INVESTMENT COMPANY Description of Security:                4.75% Series B Senior Notes April 14, 2021 PPN:                     00256@ AC3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # / Email for all notices and communications	New England Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments - Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, Director Emails: PPUCompliance@metlife.com and edward.teagan@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: New England Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com
Instructions re Delivery of Notes	JP Morgan Chase Bank NA 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Ref: G21717 cc:         tpasuit@metlife.com

Schedule A-3

Purchaser Name	NEW ENGLAND LIFE INSURANCE COMPANY
Signature Block Format	NEW ENGLAND LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, Its Investment Manager By:                                                           Name: Title:
Tax Identification Number	04-2708937

Schedule A-4

Purchaser Name	[METLIFE INVESTORS USA]GENERAL AMERICAN LIFE INSURANCE COMPANY
Name in which to register Note(s)	[METLIFE INVESTORS USA]GENERAL AMERICAN LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)	RB-[2]5; $[9,000,000]2,000,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer Bank Name:        JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.:      [002-2-431530]323-8-90946 Account Name:  [MetLife Investors USA]General American Life     Insurance Company Ref:                     “Accompanying Information” below For all payments other than scheduled payments of principal and interest, the Company shall seek instructions [form]from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth below.
Accompanying Information	Name of Issuers: AARON’S, INC.     AARON INVESTMENT COMPANY Description of Security:             4.75% Series B Senior Notes April 14, 2021 PPN:                   00256@ AC3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # / Email for all notices	[MetLife Investors USA]General American Life Insurance Company c/o Metropolitan Life Insurance Company Investments, Private Placements [P.O. Box 1902] [10 Park Avenue] One MetLife Way [Morristown]Whippany, New Jersey [07962-1902]07981 Attention: Edward Teagan, Director [Facsimile (973) 355-4250] Emails: PPUComplaince@metlife.com and edward.teagan@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: [MetLife Investors USA]General American Life Insurance Company c/o Metropolitan Life Insurance Company, Investments Law [P.O. Box 1902] [10 Park Avenue] [Morristown, New Jersey 07962-1902] One MetLife Way Whippany, NJ 07981 Attention: Chief Counsel-[Securities ]Investments Law (PRIV) Email: [sec_invest_law@metlife.com]sec_invest_law@metlife.com

Schedule A-5

Purchaser Name	[METLIFE INVESTORS USA]GENERAL AMERICAN LIFE INSURANCE COMPANY
Instructions re Delivery of Notes	[MetLife Investors USA]General American Life Insurance Company c/o Metropolitan Life Insurance Company [Securities], Investments[,] Law[ Department] [10 Park Avenue] One MetLife Way [Morristown]Whippany, New Jersey [07962]07981 Attention: Thomas Pasuit, [Esq.]VP & Associate General Counsel
Signature Block Format	[METLIFE INVESTORS USA]GENERAL AMERICAN LIFE INSURANCE COMPANY By:   Metropolitan Life Insurance Company, its Investment Manager By:                                                              Name: Title:
Tax Identification Number	[54]43-[0696644] 0285930

Schedule A-6

[Purchaser Name]	[METLIFE INSURANCE COMPANY OF CONNECTICUT]
[Name in which to register Note(s) ]	[METLIFE INSURANCE COMPANY OF CONNECTICUT]
[Note registration number(s); principal amount(s)]	[RB-3; $3,500,000]
[Payment on account of Note(s)] [Method] [Account information]	[Federal Funds Wire Transfer] [Bank Name: JPMorgan Chase Bank] [ABA Routing #: 021-000-021] [Account No.: 910-2-587434] [Account Name: MetLife Insurance Company of Connecticut] [Ref: “Accompanying Information” below] [For all payments other than scheduled payments of principal and interest, the Company shall seek instructions form the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.]
[Accompanying information]	[Name of Issuers: AARON’S, INC.] [ AARON INVESTMENT COMPANY ] [Description of] [Security: 4.75% Series B Senior Notes April 14, 2021] [PPN: 00256@ AC3] [Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.]
[Address / Fax # / Email for all notices and communications]	[MetLife Insurance Company of Connecticut] [Investments, Private Placements] [P.O. Box 1902] [10 Park Avenue] [Morristown, New Jersey 07962-1902] [Attention: Director] [Facsimile (973) 355-4250] [With a copy OTHER than with respect to deliveries of financial statements to:] [MetLife Insurance Company of Connecticut] [P.O. Box 1902] [10 Park Avenue] [Morristown, New Jersey 07962-1902] [Attention: Chief Counsel-Securities Investments (PRIV)] [Email: sec_invest_law@metlife.com]
[Instructions re Delivery of Note(s) ]	[MetLife Insurance Company of Connecticut ] [c/o Metropolitan Life Insurance Company] [Securities Investments, Law Department] [10 Park Avenue] [Morristown, New Jersey 07962] [Attention: Thomas Pasuit, Esq.]

Schedule A-7

[Purchaser Name]	[METLIFE INSURANCE COMPANY OF CONNECTICUT]
[Signature Block]	[METLIFE INSURANCE COMPANY OF CONNECTICUT By:         Metropolitan Life Insurance Company, ] [              its Investment Manager ] [                 By:_________________________________________                 Name:                  Title:]
[Tax identification number]	[06-0566090]

[

Schedule A-8

]

[]Purchaser Name	[NEW ENGLAND]BRIGHTHOUSE LIFE INSURANCE COMPANY
Name in which to register Note(s)	[NEW ENGLAND]BRIGHTHOUSE LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)	RB-[4]2/3; $[3,500,000]12,500,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer Bank Name:        JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.:      910-2-[778983]587434/G 05314 Account Name:  [New England]Brighthouse Life Insurance Company Ref:                     “Accompanying Information” below For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth [above]below.
Accompanying Information	Name of Issuers: AARON’S, INC. AARON INVESTMENT COMPANY Description of Security:             4.75% Series B Senior Notes April 14, 2021 PPN:                   00256@ AC3 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # / Email for all notices and communications	[New England]Brighthouse Life Insurance Company c/o [Metropolitan Life Insurance Company] MetLife Investment Advisors, LLC, Investments[, ]-Private Placements [P.O. Box 1902] [10 Park Avenue] One MetLife Way [Morristown]Whippany, New Jersey [07962-1902]07981 Attention: Edward Teagan, Director [Facsimile (973) 355-4250 ] Emails: PPUCompliance@metlife.com and edward.teagan@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: [New England]Brighthouse Life Insurance Company c/o [Metropolitan Life Insurance Company]MetLife Investment Advisors, LLC, Investments Law [P.O. Box 1902] [10 Park Avenue] One MetLife Way [Morristown]Whippany, New Jersey [07962-1902]07981 Attention: Chief Counsel-[Securities ]Investments Law (PRIV) Email: [sec_invest_law@metlife.com]sec_invest_law@metlife.com

Schedule A-9

[]Purchaser Name	[NEW ENGLAND]BRIGHTHOUSE LIFE INSURANCE COMPANY
Instructions re Delivery of Notes	[New England Life Insurance Company]JP Morgan Chase Bank NA [c/o Metropolitan Life Insurance Company ] [Securities Investments, Law Department] [10 Park Avenue] [Morristown, New Jersey 07962] 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: [ Thomas Pasuit, Esq.]Physical Receive Department Ref: G 05314 cc:         tpasuit@metlife.com
Signature Block Format	[NEW ENGLAND]BRIGHTHOUSE LIFE INSURANCE COMPANY [ By: Metropolitan Life] (f/k/a MetLife Insurance Company[, its] USA) By: MetLife Investment Advisors, LLC, Its Investment Manager[] By:                                                            Name:   Title:
Tax Identification Number	[42]06-[2708937] 0566090

[

Schedule A-10

]

[Purchaser Name]	[GENERAL AMERICAN LIFE INSURANCE COMPANY]
[Name in which to register Note(s) ]	[GENERAL AMERICAN LIFE INSURANCE COMPANY]
[Note registration number(s); principal amount(s)]	[RB-5; $2,000,000]
[Payment on account of Note(s)]                 [Method]                 [Account information]	[Federal Funds Wire Transfer] [Bank Name: JPMorgan Chase Bank] [ABA Routing #: 021-000-021] [Account No.: 323-8-90946] [Account Name: General American Life Insurance Company ] [Ref: “Accompanying Information” below] [For all payments other than scheduled payments of principal and interest, the Company shall seek instructions form the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.]
[Accompanying information]	[Name of Issuers: AARON’S, INC.] [ AARON INVESTMENT COMPANY ] [Description of] [Security: 4.75% Series B Senior Notes April 14, 2021] [PPN: 00256@ AC3] [Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.]
[Address / Fax # / Email for all notices and communications]	[General American Insurance Company] [c/o Metropolitan Life Insurance Company] [Investments, Private Placements] [P.O. Box 1902] [10 Park Avenue] [Morristown, New Jersey 07962-1902] [Attention: Director] [Facsimile (973) 355-4250] [With a copy OTHER than with respect to deliveries of financial statements to:] [General American Life Insurance Company] [c/o Metropolitan Life Insurance Company] [P.O. Box 1902] [10 Park Avenue] [Morristown, New Jersey 07962-1902] [Attention: Chief Counsel-Securities Investments (PRIV)] [Email: sec_invest_law@metlife.com]
[Instructions re Delivery of Note(s) ]	[General American life Insurance Company ] [c/o Metropolitan Life Insurance Company] [Securities Investments, Law Department] [10 Park Avenue] [Morristown, New Jersey 07962] [Attention: Thomas Pasuit, Esq.]

Schedule A-11

[Purchaser Name]	[GENERAL AMERICAN LIFE INSURANCE COMPANY]
[Signature Block]	[GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, Its Investment Manager ] [ By:_________________________________________ Name: Title:]
[Tax identification number]	[43-0285930]

Schedule A-12

SCHEDULE 3F

CHANGES IN CORPORATE STRUCTURE

The merger of Merger Sub into Progressive Finance, with Progressive Finance being the survivor thereof on the Closing Date in accordance with the Closing Date Acquisition Documents.

Schedule 3F

SCHEDULE 5O

PROGRESSIVE FINANCE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
[Pango LLC]	[Utah]
Prog [Finance]Leasing, LLC	Delaware
[Prog Finance]NPRTO Arizona, LLC	Utah
[Prog Finance]NPRTO California, LLC	Utah
[Prog Finance]NPRTO Florida, LLC	Utah
[Prog Finance]NPRTO Georgia, LLC	Utah
[Prog Finance]NPRTO Illinois, LLC	Utah
[Prog Finance]NPRTO Michigan, LLC	Utah
[Prog Finance]NPRTO New York, LLC	Utah
[Prog Finance]NPRTO Ohio, LLC	Utah
[Prog Finance]NPRTO Texas, LLC	Utah
[Prog Finance]NPRTO Mid-West, LLC	Utah
[Prog Finance]NPRTO North-East, LLC	Utah
[Prog Finance]NPRTO South-East, LLC	Utah
[Prog Finance]NPRTO West, LLC	Utah
[NPRTO Arizona, LLC]	[Utah]
[NPRTO California, LLC]	[Utah]
[NPRTO Florida, LLC]	[Utah]
[NPRTO Georgia, LLC]	[Utah]
[NPRTO Illinois, LLC]	[Utah]
[NPRTO Michigan, LLC]	[Utah]
[NPRTO New York, LLC]	[Utah]
[NPRTO Ohio, LLC]	[Utah]
[NPRTO Texas, LLC]	[Utah]
[NPRTO Mid-West, LLC]	[Utah]
[NPRTO North-East, LLC]	[Utah]
[NPRTO South-East, LLC]	[Utah]
[NPRTO West, LLC]	[Utah]

*Note: Amended to reflect removal of Inactive Subsidiaries of Progressive Finance referenced in Schedule 10 below

Schedule 5O

SCHEDULE 6C

EXISTING INDEBTEDNESS

[As of the Date of Closing:]

[1. The Company has $3,250,000 of outstanding Indebtedness incurred under that certain Loan Agreement by and among Fort Bend Industrial Development Corporation and Aaron Rents, Inc., dated on or about October 1, 2000.]

[2. Current Outstanding Capital Lease Obligations in the amount of $13,846,776]

[3. Indebtedness in an amount up to $225,000,000 under the Prudential NPA]

[4. Indebtedness in an amount up to $125,000,000 under the Existing Note Purchase Agreement ]

None.

Schedule 6C

SCHEDULE 6D

EXISTING LIENS

None[; except for any Liens securing the Capitalized Lease Obligations described on Schedule 6C so long as such Liens do not extent to any asset other than the leased property relating to such Capital Lease and any proceeds thereof. ].

Schedule 6D

SCHEDULE 6G

EXISTING INVESTMENTS

[1. ]1. Investment in Perfect Home Holdings Limited having a cost basis of approximately $21.3 million at March 31, 2014.

[2. Investments in corporate bonds having a cost basis of approximately $87.0 million at March 31, 2014.]

[3.]2. Investments in Subsidiaries existing as of the [Closing]Fourth Amendment Effective Date as set forth below:

[Legal Name of Entity]	[Jurisdiction of Organization]	[Ownership]
[Aaron’s Production Company ]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Investment Company]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[99 LTO, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Logistics, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Procurement Company, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Strategic Services, LLC]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron’s Foundation, Inc.*]	[Georgia]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Rents Canada, ULC*]	[Canada]	[100% of the equity is owned by Aaron’s, Inc.]
[Aaron Rents, Inc. Puerto Rico*]	[Puerto Rico]	[100% of the equity is owned by Aaron’s, Inc.]
[Virtual Acquisition Company, LLC**]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]

Legal Name of Entity	Jurisdiction of Organization	Status	Ownership
Aaron Investment Company	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
99LTO, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Logistics, LLC	Georgia	Guarantor	100% of the equity is owned by Aaron’s, Inc.

Schedule 6G

Aaron’s Procurement Company, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Strategic Services, LLC	Georgia	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron Rents Canada, ULC	Canada	Inactive	100% of the equity is owned by Aaron’s, Inc.
Aaron’s Progressive Holding Company	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Progressive Finance Holdings, LLC	Delaware	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Woodhaven Furniture Industries, LLC	Georgia	Guarantor	100% of the equity is owned by Aaron’s, Inc.
Pango LLC	Utah	Inactive	100% of the equity is owned by Progressive Finance Holdings, LLC
Prog Leasing, LLC	Delaware	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC
Prog Finance Arizona, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance California, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Florida, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Georgia, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Illinois, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Michigan, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance New York, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Ohio, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Texas, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance Mid-West, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance North-East, LLC	Utah	Inactive	100% of the equity is owned by Prog Finance, LLC
Prog Finance South-East, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
Prog Finance West, LLC	Utah	Inactive	100% of the equity is owned by Prog Leasing, LLC
NPRTO Arizona, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO California, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Florida, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Georgia, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Illinois, LLC	Utah	Guarantor	100% of the equity is owned by Prog Finance, LLC

Schedule 6G

NPRTO Michigan, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO New York, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Ohio, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Texas, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO Mid-West, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO North-East, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO South-East, LLC	Utah	Guarantor	100% of the equity is owned by Prog Leasing, LLC
NPRTO West, LLC	Utah	Guarantor	100% of the equity is owned by ProgFinance, LLC
Approve.Me LLC	Utah	Guarantor	100% of the equity is owned byProgressive Finance Holdings, LLC
AM2 Enterprises, LLC	Utah	Guarantor	100% of the equity is owned by Progressive Finance Holdings, LLC
Dent-A-Med, Inc.	Oklahoma	*(See Note Below)	100% of the equity is owned by Progressive Finance Holdings, LLC
HC Recovery, Inc.	Oklahoma	*(See Note Below)	100% of the equity is owned by Progressive Finance Holdings, LLC

[

Schedule 6G

]

[SUBSIDIARIES ACQUIRED ON THE CONSUMMATION OF THE CLOSING DATE ACQUISITION]

[SP GE VIII-B Progressive Blocker Corp.*]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[SP SD IV-B Progressive Blocker Corp.*]	[Delaware]	[100% of the equity is owned by Aaron’s, Inc.]
[Progressive Finance Holdings, LLC]	[Delaware]	[100% of the equity will be owned by one or more of Blocker Corporations, Aaron’s, Inc. or another Obligor]
[Pango LLC]	[Utah]	[100% of the equity is owned by Progressive Finance Holdings, LLC]
[Prog Finance, LLC]	[Delaware]	[100% of the equity is owned by Progressive Finance Holdings, LLC]
[Prog Finance Arizona, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance California, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Florida, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Georgia, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Illinois, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Michigan, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance New York, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Ohio, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Texas, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance Mid-West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance North-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance South-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[Prog Finance West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Arizona, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO California, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]

Schedule 6G

[NPRTO Florida, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Georgia, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Illinois, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Michigan, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO New York, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Ohio, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Texas, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO Mid-West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO North-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO South-East, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]
[NPRTO West, LLC]	[Utah]	[100% of the equity is owned by Prog Finance, LLC]

*[Not an Obligor or Subsidiary Guarantor]Note: Dent-A-Med, Inc. and HC Recovery, Inc. are not Subsidiary Guarantors as of the Fourth Amendment Effective Date but are required to become Subsidiary Guarantors thereafter in accordance with the terms of the Note Purchase Agreement.

[**Will merge out of existence on the Closing Date]

Schedule 6G

SCHEDULE 8B

DISCLOSURE DOCUMENTS

None

Schedule 8B

SCHEDULE 8G

RESTRICTIONS ON INDEBTEDNESS

Restrictions on incurring additional Indebtedness are contained in documents associated with the following existing agreements and documents:

1. The SunTrust Agreement

2. The SunTrust Loan Facility Agreement

3. The Prudential NPA

4. The Existing Note Purchase Agreement

Schedule 8G

SCHEDULE 8I

USE OF PROCEEDS

The proceeds from the sale of the Notes will be used by the Issuers to finance the Closing Date Acquisition, for payment of related transactions expenses and fees and for general corporate purposes.

Schedule 8I

SCHEDULE 10

INACTIVE SUBSIDIARIES

Legal Name of Entity	Jurisdiction of Organization
99LTO, LLC	Georgia
Aaron’s Procurement Company, LLC	Georgia
Aaron’s Strategic Services, LLC	Georgia
Aaron’s Canada, ULC	Canada
Pango LLC	Utah
Prog Finance Arizona, LLC	Utah
Prog Finance California, LLC	Utah
Prog Finance Florida, LLC	Utah
Prog Finance Georgia, LLC	Utah
Prog Finance Illinois, LLC	Utah
Prog Finance Michigan, LLC	Utah
Prog Finance New York, LLC	Utah
Prog Finance Ohio, LLC	Utah
Prog Finance Texas, LLC	Utah
Prog Finance Mid-West, LLC	Utah
Prog Finance North-East, LLC	Utah
Prog Finance South-East, LLC	Utah
Prog Finance West, LLC	Utah
DAMI, LLC	Oklahoma

[Exhibit A][25]Schedule 10

EXHIBIT A

[FORM OF NOTE]

AARON’S, INC.

AARON INVESTMENT COMPANY

4.75% SERIES B SENIOR NOTE DUE APRIL 14, 2021

No. RB-[__]	[Date]
$[            ]	PPN: 00256@ AC3

FOR VALUE RECEIVED, the undersigned, AARON’S, INC. (together with its successors, herein called the “Company”), a corporation organized and existing under the laws of the State of Georgia, and AARON INVESTMENT COMPANY (together with its successors, herein called “AIC”, and together with the Company, collectively, the “Issuers”), a corporation organized and existing under the laws of Delaware, hereby jointly and severally promise to pay to [                    ], or registered assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid) on April 14, 2021, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.75% per annum from the date hereof, payable quarterly on the 14th day of January, April, July, and October in each year, commencing with July 14, 2014 or the next such payment date succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) (i) to the extent permitted by law, on any overdue payment interest and (ii) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.75% or (ii) 2.0% over the rate of interest publicly announced by the Bank of New York from time to time in New York City, New York as its “base” or “prime” rate.

Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of the Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated as of April 14, 2014 (as from time to time amended, herein called the “Note Purchase Agreement”), among the Issuers and the original purchasers of the Notes named in the Purchaser Schedule attached thereto and is entitled to the benefits thereof.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers shall not be affected by any notice to the contrary.

Exhibit A-1

The Issuers agree to make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement.

In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Note Purchase Agreement.

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK.

AARON’S, INC.

By: 

Name:

Title:

AARON INVESTMENT COMPANY

By: 

Name:

Title:

Exhibit A-2

EXHIBIT B

PAYMENT INSTRUCTIONS

[COMPANY LETTERHEAD]

April 14, 2014

To the Purchasers identified on Schedule A

to the Note Purchase Agreement dated

as of April 14, 2014 by each of the Issuers

with each of the Purchasers (the “Note Purchase Agreement”)

Re: Payment Instructions

Dear Sirs:

Pursuant to paragraph 2 of the Note Purchase Agreement, we hereby deliver to you our written instructions for payment by you of the purchase price for the Notes. Capitalized terms used in this letter and not defined herein shall have the definitions given such terms in the Note Purchase Agreement.

Deliver the purchase price for the Notes no later than the Date of Closing by transferring by wire transfer through the Fedwire Funds Transfer System immediately available funds to the following account of the Issuers:

Bank Name: SunTrust Bank

Bank Location: Atlanta, Georgia

ABA Transit No. 061000104

Account No. 8800631981

Account Name: Aaron’s, Inc. Wire Account

Please confirm the origination of the wire transfer by telephonically providing our attorneys applicable FED reference numbers.

Sincerely,

AARON’S, INC.

By: 

Name:

Title:

Exhibit B-1

AARON INVESTMENT COMPANY .

By: 

Name:

Title:

Exhibit B-2

EXHIBIT C

OPINION OF COUNSEL FOR THE OBLIGORS

Attached.

Exhibit C

EXHIBIT D

FORM OF INTERCREDITOR AGREEMENT

Attached.

Exhibit D

EXHIBIT E

FORM OF SUBSIDIARY GUARANTEE AGREEMENT

Attached.

Exhibit E

EXHIBIT F

AMENDMENT TO EXISTING NOTE PURCHASE AGREEMENT

Attached

Exhibit F

EXHIBIT B

Reaffirmation of Guarantee

Dated: September 18, 2017

Reference is made to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015, and that certain Amendment No. 3 to Note Purchase Agreement, dated as of June 30, 2016 (as so amended, the “Current Note Purchase Agreement”), by and among Aaron’s, Inc., a Georgia corporation (together with its successors and assigns, the “Company”), and Aaron Investment Company, a Delaware corporation (together with its successors and assigns, “AIC”, and together with the Company, collectively, the “Issuers”), and each of the Persons holding one or more of the Issuers’ joint and several 4.75% Series B Senior Notes due April 14, 2021 (the “Notes”) on the date hereof (collectively, the “Noteholders”). The Current Note Purchase Agreement is being amended pursuant to the terms of that certain Amendment No. 4 to Note Purchase Agreement, of even date herewith (the “Amendment Agreement”; and the Current Note Purchase Agreement, as amended by the Amendment Agreement, shall hereinafter be referred to as the “Amended NPA”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Amended NPA.

Each of the undersigned Subsidiaries (each a “Subsidiary Guarantor”, and collectively, the “Subsidiary Guarantors”) is a party to that certain Subsidiary Guarantee Agreement, dated as of April 14, 2014 (the “Subsidiary Guarantee Agreement”). Each of the Subsidiary Guarantors hereby (i) acknowledges receipt of a copy of the Amendment Agreement, (ii) consents to the Issuers’ execution and delivery of the Amendment Agreement, (iii) acknowledges and affirms that nothing contained in the Amendment Agreement shall modify in any respect whatsoever its obligations under the Subsidiary Guarantee Agreement and reaffirms that the Subsidiary Guarantee Agreement shall remain in full force and effect, and (iv) acknowledges and agrees that, for the avoidance of doubt, Guaranteed Obligations (as such term is defined in the Subsidiary Guarantee Agreement) include obligations in respect of the Amended NPA. Although each of the Subsidiary Guarantors has been informed of the matters set forth herein and has acknowledged and agreed to the same, each Subsidiary Guarantor understands that the Noteholders have no obligation to inform any Subsidiary Guarantor of such matters in the future or to seek any Subsidiary Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

[Remainder of page intentionally left blank; next page is signature page.]

SUBSIDIARY GUARANTORS:

AARON’S LOGISTICS, LLC

By Aaron’s, Inc., as sole Manager

By: 

Name:

Title:

PROGRESSIVE FINANCE HOLDINGS, LLC

By: 

Name:

Title:

NPRTO Arizona, LLC

NPRTO California, LLC

NPRTO Florida, LLC

NPRTO Georgia, LLC

NPRTO Illinois, LLC

NPRTO Michigan, LLC

NPRTO New York, LLC

NPRTO Ohio, LLC

NPRTO Texas, LLC

NPRTO Mid-West, LLC

NPRTO North-East, LLC

NPRTO South-East, LLC

NPRTO West, LLC,

By:	PROG LEASING, LLC, Sole
	Manager
By:	PROGRESSIVE FINANCE
	HOLDINGS, LLC, Sole Manager

By: 

Name:

Title:

PROG LEASING, LLC
By:	PROGRESSIVE FINANCE
	HOLDINGS, LLC, Sole Manager

By: 

Name:

Title: