Common use of L/C Commitment Clause in Contracts

L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4, agrees to issue letters of credit (each a "Letter of Credit") for the account of the Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitment. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (z) expire no later than the first anniversary of its date of issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower any Co-Issuer or its designee on any Business Day from during the period commencing on the Series 2017-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2017-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2017-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (z) expire z)expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiaries thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, not later than (i) five days preceding the Maturity Date, deposit in shall have a cash collateral account opened by the Administrative Agent an maximum principal amount equal to the aggregate then undrawn and unexpired amount of such Letters of CreditL/C Commitment, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent shall have an initial outstanding principal amount equal to the aggregate then Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agents and the Trustee of any such decreases for which notice to the Administrative Agents is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agents and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Funding Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Funding Administrative Agent, solely on written notices received by the Funding Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Funding Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Funding Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agents) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Funding Administrative Agent, which shall in turn promptly furnish to the other Administrative Agent, the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Intentionally omitted.] (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agents and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agents, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, a Person selected by the Co-Issuers (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by “BBB+” (or then equivalent grade) from S&P or is lower than Baa3 such other minimum long-term unsecured debt rating as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall may be held and applied reasonably required by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the manner Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Co-Issuers be an “L/C Issuing Bank”.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.45.4(a), agrees to issue new letters of credit (each a "Letter “Letters of Credit"”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount Utilized Revolving Commitments of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, such Borrower would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitmentsuch Borrower’s Sublimit. Each Letter of Credit shall (xi) be denominated in Dollars, (yii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is at least BBB- as published by S&P and S&P, is at least Baa3 as published by M▇▇▇▇▇'’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is lower than BBB- as published by S&P or S&P, is lower than Baa3 as published by M▇▇▇▇▇'▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

L/C Commitment. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.43.4(a), agrees to issue standby letters of credit (each a "Letter Letters of Credit") for the account of the Borrower on any Business Day from the Closing Date until through but not including the date that is ten Business Days prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C CommitmentCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, Obligations would exceed 33% of the L/C Aggregate Commitment. Each Letter of Credit shall (xi) be denominated in DollarsDollars in a minimum amount of $100,000 or such lesser amount as the Issuing Lender may approve, (yii) have be a face amount standby letter of at least $1,000,000 credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by the Issuing Lender) and (ziii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the first anniversary fifth (5th) Business Day prior to the Revolving Credit Maturity Date; provided that each Letter of Credit initially expiring by its date terms more than one year prior to the Revolving Credit Maturity Date may provide that it will be automatically extended for an additional term of issuance; providedtwelve (12) months or less (with identical terms as the initial Letter of Credit including, thatbut not limited to, the fees payable on such Letter of Credit) upon its expiration with no additional action on the part of the Borrower and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if one such issuance would conflict with, or more cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall at also include extensions or modifications of any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such outstanding Letters of Credit, if unless the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2025-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2025-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity DateRequired Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Borrower shallMaster Issuer shall issue and shall cause the Trustee to authenticate the Series 2025-1 Class A-1 L/C Note, not later than which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2025-1 Class A-1 L/C (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2025-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2025-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2025-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2025-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2025-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2025-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured longPerson is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term, non-credit enhanced debt term certificate of deposit rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by of not less than “P-2” from ▇▇▇▇▇'’▇ or and “A-2” from S&P and, if it has a rating by KBRA, KBRA, and (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by S&P or is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇'▇. Amounts held in ’▇ or “BBB” from S&P and, if it has a rating by KBRA, KBRA; provided that for purposes of this L/C Issuing Bank Rating Test, an L/C Provider will be deemed to have the short-term debt credit rating or the long- term debit credit rating, as applicable, of such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)L/C Provider or any guarantor (or confirming bank) of such L/C Provider.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2018-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Commitments would be greater than the Loan Commitments Series 2018-1 Class A-1 Notes Maximum Principal Amount or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of Series 2018-1 Class A-1 Outstanding Principal Amount attributable to the L/C Commitment or Provider (B) SunTrust, in its capacity as Issuing Lender, would exceed 33% of the Committed Note Purchaser and L/C CommitmentProvider) would exceed its Commitment Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Notes, which the Issuer shall deliver to the L/C Provider on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Series 2018-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2018-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened Person selected by the Administrative Agent an amount equal to Issuer (at the aggregate then undrawn expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and unexpired amount issuance of such Letters Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by “BBB” (or then equivalent grade) from S&P or is lower than Baa3 such other minimum long-term unsecured debt rating as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall may be held and applied reasonably required by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the manner Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Wingstop Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the purposes set forth Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Issuer in Section 10.2(c)connection with the termination and replacement of such Letter of Credit.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit under the Existing Credit Agreement, which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other LC/Swing Line Revolving Lenders set forth in Section 5.44.4(a), agrees to issue letters of credit (each a "Letter the letters of credit issued on and after the Closing Date pursuant to this Section 4, the “Letters of Credit"”) for the account of the Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Facility Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment, (ii) the sum of (x) the L/C Obligations plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time, plus (z) the aggregate amount of LC/Swing Line Revolving Loans then outstanding would exceed the Utilized Commitments would be greater than the Loan Commitments LC/Swing Line Revolving Commitment or (iii) unless the applicable Issuing Lender shall otherwise consent theretosum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate amount of all Revolving Credit Loans then outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Total Revolving Credit Commitment. Each Letter of Credit shall (xi) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) Dollars and (zii) expire no later than the earlier of (x) the first anniversary of its date of issuance; providedissuance and (y) the date which is five Business Days prior to the Revolving Facility Termination Date, that, if one or more Letters provided that any Letter of Credit shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in with a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured longone-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and year term may provide for the purposes set forth renewal thereof for additional one-year periods (which shall in Section 10.2(cno event extend beyond the date referred to in clause (y) above).

L/C Commitment. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.43.4(a), agrees to issue standby letters of credit (each a "Letter “Letters of Credit"”) for the account of the Borrower on any Business Day from the Closing Date until through but not including the date that is ten fifth (5th) Business Days Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C CommitmentCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed an amount equal to the lesser of (i) the Commitment of all Lenders and (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentAdvance Rate. Each Letter of Credit shall (xi) be denominated a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in Dollarsthe ordinary course of business, (yii) have expire on a face amount date no more than twelve (12) months after the date of at least $1,000,000 issuance or last renewal of such Letter of Credit (unless otherwise agreed by provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender) and (z) expire ), which date shall be no later than the first anniversary fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to ISP98, as set forth in the Letter of its date Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of issuance; providedthe State of New York. As of the Closing Date, that, if one or more each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time have an expiry date that is later than be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Maturity DateIssuing Lender or any L/C Participant to exceed any limits imposed by, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal any Applicable Law. References herein to the aggregate then undrawn “issue” and unexpired amount derivations thereof with respect to Letters of such Credit shall also include extensions or modifications of any outstanding Letters of Credit, if unless the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4, Lender agrees to issue letters of credit (each a "Letter “Letters of Credit"”) for the account of the Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the L/C Commitment, (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the Total L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (xi) be denominated in Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (yA) have the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a face amount of at least $1,000,000 “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless otherwise agreed by the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (zB) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry issuance and (y) the date that is later than five (5) Business Days prior to the Letter of Credit Maturity Date; except that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower shallprovides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $70,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) five days preceding such issuance would conflict with, or cause the Maturity Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, deposit or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a cash collateral account opened Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount equal less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the aggregate Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then undrawn proposed to be issued or such Letter of Credit and unexpired all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (viii) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or (ix) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof. (c) Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each commercial Letter of Credit. (d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of stated amount of such Letters Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating Credit in effect is at least BBB- as published such time; provided, however, that with respect to any Letter of Credit that, by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ its terms or (ii) fifteen days preceding the Maturity Dateterms of any Issuer Document related thereto, deposit provides for one or more automatic increases in a cash collateral account opened by the Administrative Agent an stated amount equal to thereof, the aggregate then undrawn and unexpired amount of such Letters Letter of Credit if shall be deemed to be the Borrower's senior unsecured long-termmaximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, non-credit enhanced debt rating whether or not such maximum stated amount is in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in at such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)time.

L/C Commitment. Subject to the terms and conditions hereof, each Issuing LenderLetter of Credit Provider (or its permitted successors and assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.07 and 2.08, agrees to issue provide Liquidity Reserve Letters of Credit or other standby letters of credit requested by Issuers and agreed upon by Letter of Credit Provider in its sole discretion (each together with the Liquidity Reserve Letters of Credit each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuers or their designee on any Business Day from the Closing Date at any time until the date that is ten thirty (30) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.06(b) in such form as may be approved from time to time by such Issuing Lenderthe Letter of Credit Provider; provided that no Issuing Lender the Letter of Credit Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2025-2 Class A-1-V Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2025-2 Class A-1-V Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 500,000 or, if less than $500,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Issuers and the Letter of Credit Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that, any Letter of Credit may provide for the automatic extensions thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the Letter of Credit Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Liquidity Reserve Letters of Credit, arrangements satisfactory to the Letter of Credit Provider in its sole and absolute discretion have been made with the Letter of Credit Provider (and, if the Letter of Credit Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Series 2025-2 Liquidity Reserve Letter of Credit shall (1) name the Indenture Trustee, for the benefit of the Noteholders, as the joint beneficiaries thereof; (2) allow either the Indenture Trustee or the Servicer, individually and not jointly, to submit a notice of drawing in respect of such Series 2025-2 Liquidity Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Liquidity Reserve Account, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Series 2025-2 Liquidity Reserve Letter of Credit shall be paid directly into the Liquidity Reserve Account or otherwise used to pay Required Liquidity Reserve Draw Amounts in accordance with Sections 5.01(c) of the Indenture. The Letter of Credit Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the Letter of Credit Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (a) On the terms and conditions set forth in the Indenture and this Agreement (including Section 7.03), and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuers shall issue and shall cause the Indenture Trustee to authenticate the Series 2025-2 Class A-1-V ▇/C Notes, which the Issuers shall deliver to the Letter of Credit Providers on the Series 2025-2 Closing Date; provided that, if such Series 2025-2 Class L/C Note is an Uncertificated Note, the Indenture Trustee shall instead register it as described in the Indenture. Such Series 2025-2 Class A-1-V ▇/C Note shall be dated the Series 2025-2 Closing Date, shall be registered in the Borrower shallname of the Letter of Credit Provider or in such other name or nominee as the Letter of Credit Provider may request, not later than (i) five days preceding the Maturity Date, deposit in shall have a cash collateral account opened by the Administrative Agent an maximum principal amount equal to the aggregate then L/C Commitment, shall have an initial outstanding principal amount equal to $0 and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. The Series 2025-2 Class A-1-V ▇/C Notes shall be Variable Funding Notes payable in accordance with the Indenture and this Agreement. Each drawing on a Letter of Credit after the Series 2025-2 Closing Date will constitute a Borrowing in the outstanding principal amount evidenced by the Series 2025-2 Class A-1-V ▇/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit and shall be deemed to be a Series 2025-2 Class A-1-V Outstanding L/C Subfacility Amount. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2025-2 Class A-1-V ▇/C Note and shall be deemed to be Series 2025-2 Class A-1-V Outstanding Principal Amounts (in the form of Series 2025-2 Class A-1-V Outstanding L/C Subfacility Amount) for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for the purposes of accrual of interest. Subject to the terms of this Agreement, each drawing of a Letter of Credit will constitute a “L/C Subfacility Increase” in the outstanding principal amount evidenced by the Series 2025-2 Class A-1-V ▇/C Note and reimbursements of any Unreimbursed L/C Drawings thereunder will constitute a “L/C Subfacility Decrease” in the outstanding principal amount evidenced by the Series 2025-2 Class A-1-V ▇/C Note. Each Letter of Credit Provider and the Issuers agree to promptly notify the Series 2025-2 Class A-1-V Administrative Agent and the Indenture Trustee of any such decreases for which notice to the Series 2025-2 Class A-1-V Administrative Agent is not otherwise provided hereunder. (b) The Issuers may (or shall cause the Manager on their behalf to) from time to time request that any Letter of Credit Provider provide a new Letter of Credit by delivering to the Letter of Credit Provider at its address for notices specified herein an application therefor in the form required by the applicable Letter of Credit Provider (who shall promptly deliver a copy thereof to the relevant L/C Issuing Bank, as applicable) (an “Application”), completed to the satisfaction of the Letter of Credit Provider, and such other certificates, documents and other papers and information as the Letter of Credit Provider may reasonably request. Upon receipt of any completed Application, the Letter of Credit Provider will notify the Series 2025-2 Class A-1-V Administrative Agent, the Servicer and the Indenture Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.06(a) and (i)) and, subject to the other conditions set forth herein and upon receipt of written confirmation from the Series 2025-2 Class A-1-V Administrative Agent (based, with respect to any portion of the Series 2025-2 Class A-1-V Outstanding L/C Subfacility Amount held by any Person other than the Series 2025-2 Class A-1-V Administrative Agent, solely on written notices received by the Series 2025-2 Class A-1-V Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2025-2 Class A-1-V Outstanding Principal Amount would not exceed the Series 2025-2 Class A-1-V Notes Maximum Principal Amount (provided that the Letter of Credit Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Series 2025-2 Class A-1-V Administrative Agent for purposes of determining whether the Letter of Credit Provider received such prior written confirmation from the Series 2025-2 Class A-1-V Administrative Agent with respect to any Letter of Credit), the Letter of Credit Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the Letter of Credit Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.06(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the Letter of Credit Provider and the Issuers. The Letter of Credit Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Series 2025-2 Class A-1-V Administrative Agent) promptly following the issuance thereof. Each Letter of Credit Provider shall promptly furnish to the Series 2025-2 Class A-1-V Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, and the Indenture Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (c) The Issuers shall pay to the Series 2025-2 Class A-1-V Administrative Agent, for the ratable account of each Committed Note Purchaser (based on their respective Committed Note Purchaser Percentages), the “L/C Participation Fees” as defined in, and in accordance with the terms of, the Series 2025-2 Class A-1-V Notes Fee Letter, and subject to the Priority of Payments. In addition, the Issuers shall pay to (or reimburse) each Letter of Credit Provider, for its own account (or for the account of the applicable L/C Issuing Bank) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Letter of Credit Provider relating to Letters of Credit issued or maintained by such Letter of Credit Provider (or the applicable L/C Issuing Bank), in each case as may be agreed in writing between the Issuers and such Letter of Credit Provider and from time to time in effect, and which such customary fees and standard costs and charges shall accrue during the applicable Interest Accrual Period and be payable in arrears on each Payment Date from and after the Series 2025-2 Closing Date and prior to the Series 2025-2 Class A-1-V Termination Date in accordance with the applicable provisions of the Indenture and subject to the Priority of Payments. (d) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (e) The Issuers may, upon at least three (3) Business Days’ notice to the Series 2025-2 Class A-1-V Administrative Agent and the applicable Letter of Credit Provider, effect a permanent reduction in the related L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuers in writing and unexpired with the prior written consent of the Letter of Credit Provider and the Series 2025-2 Class A-1-V Administrative Agent, the Letter of Credit Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2025-2 Class A-1-V Advance Notes and the L/C Commitment does not exceed the aggregate amount of the Commitments. (f) Each Letter of Credit Provider shall satisfy its obligations under this Section 2.06 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate as long as any such Letter of Credit issued would not be an Ineligible Liquidity Reserve Letter of Credit. If any such Letter of Credit would be an Ineligible Liquidity Reserve Letter of Credit, a Person selected by the Issuers (at the reasonable expense of the Issuers) shall issue such Letter of Credit; provided that any Letter of Credit issued by such Person would not be an Ineligible Liquidity Reserve Letter of Credit (the Letter of Credit Provider (or such Affiliate of the Letter of Credit Provider) or such other Person selected by the Issuers (at the reasonable expense of the Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). (g) Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuers in order to have any Letter of Credit issued by a Person selected by the Issuers pursuant to Section 2.06(f) to be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuers be an “L/C Issuing Bank”. (h) Each Letter of Credit Provider and, if the Borrower's senior unsecured long-termLetter of Credit Provider is not the L/C Issuing Bank for any Letter of Credit, non-credit enhanced debt rating in effect is at least BBB- the L/C Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Provider or the L/C Issuing Bank, as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ applicable, from issuing the Letter of Credit, or (ii) fifteen days preceding any law applicable to the Maturity DateLetter of Credit Provider or the L/C Issuing Bank, deposit as applicable, or any request or directive (which request or directive, in a cash collateral account opened the reasonable judgment of the Letter of Credit Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Provider or the L/C Issuing Bank, as applicable, shall prohibit the Letter of Credit Provider or the L/C Issuing Bank, as applicable, from issuing of letters of credit generally or the Letter of Credit in particular. (i) Unless otherwise expressly agreed by the Administrative Agent an amount equal applicable Letter of Credit Provider or the L/C Issuing Bank, as applicable, and the Issuers when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit issued hereunder. (j) For the avoidance of doubt, the L/C Commitment shall be a sub-facility limit of the Commitment Amounts and aggregate outstanding Unreimbursed L/C Drawings as of any date of determination shall be a component of the Series 2025-2 Class A-1-V Outstanding Principal Amount on such date of determination, pursuant to the aggregate then undrawn and unexpired amount of such Letters definition thereof. (k) Notwithstanding anything in the contrary herein, each Series 2025-2 Liquidity Reserve Letter of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account (including all drawings thereunder) shall be held subject to Sections 4.05(b), (c), (d), (e), (g) and applied by (j) of the Administrative Agent Indenture in the manner and for the purposes set forth in Section 10.2(c)all respects.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2022-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2022-1 Class A-1 L/C Note shall be dated the Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured longPerson is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term, non-credit enhanced debt term certificate of deposit rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by of not less than “P-2” from ▇▇▇▇▇'’▇ or and “A-2” from S&P and, if it has a rating by KBRA, KBRA, and (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by S&P or is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇'▇. Amounts held in ’▇ or “BBB” from S&P and, if it has a rating by KBRA, KBRA; provided that for purposes of this L/C Issuing Bank Rating Test, an L/C Provider will be deemed to have the short-term debt credit rating or the long-term debit credit rating, as applicable, of such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)L/C Provider or any guarantor (or confirming bank) of such L/C Provider.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees may, in its sole discretion and subject to issue the consent of each Investor Group, and during a Temporary Commitment Availability Period, shall (in an amount not to exceed up to the lesser of the (x) L/C Commitment or (y) undrawn portion of the Series 2022-1 Class A-1 Notes Maximum Principal Amount), provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2022-1 Closing Date until and ending on the date that is ten thirty (30) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2022-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 1 million or, if less than $1 million, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer issued and caused the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Issuer delivered to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee instead registered it as described in Section 4.1(f) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note is dated the Series 2022-1 Closing Date, is registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider requested, has a maximum principal amount equal to the L/C Commitment, had an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) was duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened Person selected by the Administrative Agent an amount equal to Issuer (at the aggregate then undrawn expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and unexpired amount issuance of such Letters Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by “BBB” (or then equivalent grade) from S&P or is lower than Baa3 such other minimum long-term unsecured debt rating as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall may be held and applied reasonably required by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the manner Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Wingstop Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the purposes set forth Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Issuer in Section 10.2(c)connection with the termination and replacement of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereofhereof and after the appointment thereof, each Issuing Lender, in reliance on the agreements of the other Tranche A Revolving Lenders set forth in Section 5.43.4(a), agrees to issue letters may (in such Issuing Lender’s sole discretion), in the case of credit (each a "Letter Issuing Lender on the Closing Date in its capacity as the issuer of Existing Letters of Credit") , continue under this Agreement for the account of the Borrower or a Restricted Subsidiary, as applicable, such Existing Letters of Credit until the expiration or earlier termination thereof, and, in the case of each other Issuing Lender may (in such Issue Lender’s sole discretion) issue Letters of Credit under the Revolving Commitments for the account of the Borrower or any of its Restricted Subsidiaries on any Business Day from during the Closing Date until the date that is ten Business Days prior Revolving Commitment Period with respect to the Maturity Date Tranche A Revolving Facility in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, such Letter of Credit is not Cash Collateralized in an amount equal to 103% (ior if not denominated in Dollars, 110%) of the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate face amount of such Letter of Credit (it being understood that, upon notice to the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Administrative Agent, an Issuing Lender shall otherwise consent thereto, the aggregate amount may apply any Cash Collateral posted in respect of all outstanding Letters a Letter of Credit issued by against any drawing thereof and such Cash Collateral shall be available only to such Issuing Lender so long as such Letter of Credit remains outstanding and, upon the drawing a Letter of Credit and satisfaction thereof from such Cash Collateral (A) Bank One or Barclaysand any related amounts), any remaining Cash Collateral shall be available to each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitmentother Secured Party). Each Letter of Credit shall (xi) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) Dollars or any Permitted Foreign Currency and (zii) expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date that is three Business Days prior to the Revolving Termination Date with respect to the Tranche A Revolving Facility (unless Cash Collateralized or the applicable Issuing Lender so agrees); provided, thatthat any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary contained herein, if one or more as of the Amendment No. 8 Effective Date, there are no outstanding Letters of Credit Credit. (b) No Issuing Lender shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than be obligated to issue any Letter of Credit if such issuance would (i) five days preceding conflict with, or cause such Issuing Lender to exceed any limits imposed by, any applicable Requirement of Law, or if such Requirement of Law would impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Maturity Date, deposit in a cash collateral account opened Closing Date and is not otherwise reimbursable to it by the Administrative Agent an amount equal to the aggregate then undrawn Borrower hereunder and unexpired amount of which such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating Issuing Lender in effect is at least BBB- as published by S&P and is at least Baa3 as published by good ▇▇▇▇▇ ▇'▇▇▇▇ material to it or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal violate one or more policies of such Issuing Lender applicable generally to the aggregate then undrawn and unexpired amount issuance of such Letters letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)account of similarly situated borrowers.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2018-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2018-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is L/C Provider or a Person selected by (at least BBB- as published by S&P the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount issuance of such Letters Letter of Credit if satisfies the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P L/C Issuing Bank Rating Test (the L/C Provider (or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).Affiliate of

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of either or both of the Borrower IssuerCo-Issuers on any Business Day from during the period commencing on the Series 2019-3 Closing Date until and ending on the date that is ten Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Utilized Commitments would be greater than the Loan Commitments Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the L/C Commitment or Provider (B) SunTrust, in its capacity as Issuing Lender, would exceed 33% of the Committed Note Purchaser and L/C CommitmentProvider) would exceed its Commitment Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the Issuing LenderL/C Provider, together with a reasonable administrative fee to be agreed upon) and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateral account opened collateralized by the Administrative Agent an amount equal IssuerCo-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the aggregate then undrawn and unexpired amount of such Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the Borrower's senior unsecured long-termL/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (iithe L/C Issuing Bank) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal pursuant to the aggregate then undrawn and unexpired amount of Section 4.04 such Letters that such Letter of Credit if shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)Commitment Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.43.4(a), agrees to issue letters of credit (each a "Letter “Letters of Credit"”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount L/C Obligations in respect of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by it would exceed $20,000,000, (Aiii) Bank One the aggregate amount of the Available Revolving Commitments would be less than zero or Barclays, each as Issuing (iv) with respect to any Lender, would exceed 50% the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Commitment or (B) SunTrust, as Issuing Lender, Exposure of such Lender would exceed 33% of the L/C Commitmentits Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, Dollars or an Acceptable Foreign Currency and (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (z) expire no later than the earlier of (1) the first anniversary of its date of issuance; providedissuance and (2) the date that is five Business Days prior to the Revolving Termination Date, that, if one or more Letters provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above); provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date. (b) Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof. (c) The Issuing Lender shall not at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal be obligated to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters issue any Letter of Credit if such issuance would conflict with, or cause the Borrower's senior unsecured long-termIssuing Lender or any L/C Participant to exceed any limits imposed by, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)any applicable Requirement of Law.

L/C Commitment. Subject to the terms and conditions hereof, each Issuing LenderLetter of Credit Provider (or its permitted successors and assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.07 and 2.08, agrees to issue provide Liquidity Reserve Letters of Credit or other standby letters of credit requested by Issuer and agreed upon by Letter of Credit Provider in its sole discretion (each together with the Liquidity Reserve Letters of Credit each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from the Closing Date at any time until the date that is ten thirty (30) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.06(g) in such form as may be approved from time to time by such Issuing Lenderthe Letter of Credit Provider; provided that no Issuing Lender the Letter of Credit Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2025-1 Class A-1-V Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2025-1 Class A-1-V Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise or, with the consent of the Letter of Credit Provider and a reasonable administrative fee to be agreed upon by the Issuing Lender) Issuer and the Letter of Credit Provider, less than $1,000,000 and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic extensions thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the Letter of Credit Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be extended; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Liquidity Reserve Letters of Credit, arrangements satisfactory to the Letter of Credit Provider in its sole and absolute discretion have been made with the Letter of Credit Provider (and, if the Letter of Credit Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Series 2025-1 Liquidity Reserve Letter of Credit shall (1) name the Indenture Trustee, for the benefit of the Secured Parties, and the Servicer as the joint beneficiaries thereof; (2) allow either the Indenture Trustee or the Servicer, individually and not jointly, to submit a notice of drawing in respect of such Series 2025-1 Liquidity Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Liquidity Reserve Account, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Series 2025-1 Liquidity Reserve Letter of Credit shall be paid directly into the Liquidity Reserve Account or otherwise used to pay Liquidity Reserve Draw Amounts in accordance with Section 5.01(c) of the Base Indenture. The Letter of Credit Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the Letter of Credit Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Indenture Trustee to authenticate the Series 2025-1 Class A-1-▇ ▇/C Notes, which the Issuer shall deliver to the Letter of Credit Providers on the Series 2025-1 Closing Date; provided that, if such Series 2025-1 Class L/C Note is an Uncertificated Note, the Indenture Trustee shall instead register it as described in Section 2.01(a) of the Base Indenture. Such Series 2025-1 Class A-1-▇ ▇/C Note shall be dated the Series 2025-1 Closing Date, shall be registered in the Borrower shallname of the Letter of Credit Provider or in such other name or nominee as the Letter of Credit Provider may request, not later than (i) five days preceding the Maturity Date, deposit in shall have a cash collateral account opened by the Administrative Agent an maximum principal amount equal to the aggregate then undrawn and unexpired amount of such Letters of CreditL/C Commitment, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent shall have an initial outstanding principal amount equal to $0 and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the aggregate then undrawn provisions of the Base Indenture. The issuance and unexpired amount sale of such Letters the Series 2025-1 Class A-1-▇ ▇/C Notes to the Letter of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account Providers shall be held and applied by subject to satisfaction of the Administrative Agent in the manner and for the purposes conditions set forth in Section 10.2(c7.01. The Series 2025-1 Class A-1-▇ ▇/C Notes shall be Variable Funding Notes that are Class A-1-V Notes payable in accordance with the Base Indenture, the Series 2025-1 Supplement and this Agreement. (b) Each drawing on a Letter of Credit after the Series 2025-1 Closing Date will constitute a Borrowing in the outstanding principal amount evidenced by the Series 2025-1 Class A-1-▇ ▇/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit and shall be deemed to be a Series 2025-1 Class A-1-V Outstanding L/C Subfacility Amount. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2025-1 Class A-1-▇ ▇/C Note and shall be deemed to be Series 2025-1 Class A-1-V Outstanding Principal Amounts (in the form of Series 2025-1 Class A-1-V Outstanding L/C Subfacility Amount) for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for the purposes of accrual of interest. Subject to the terms of this Agreement, each drawing of a Letter of Credit will constitute a “L/C Subfacility Increase” in the outstanding principal amount evidenced by the Series 2025-1 Class A-1-▇ ▇/C Note and reimbursements of any Unreimbursed L/C Drawings thereunder will constitute a “L/C Subfacility Decrease” in the outstanding principal amount evidenced by the Series 2025-1 Class A-1-▇ ▇/C Note. Each Letter of Credit Provider and the Issuer agree to promptly notify the Series 2025-1 Class A-1-V Administrative Agent and the Indenture Trustee of any such decreases for which notice to the Series 2025-1 Class A-1-V Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that any Letter of Credit Provider provide a new Letter of Credit by delivering to the Letter of Credit Provider at its address for notices specified herein an application therefor in the form required by the applicable Letter of Credit Provider or L/C Issuing Bank, as applicable (an “Application”), completed to the satisfaction of the Letter of Credit Provider, and such other certificates, documents and other papers and information as the Letter of Credit Provider may reasonably request. Upon receipt of any completed Application, the Letter of Credit Provider will notify the Series 2025-1 Class A-1-V Administrative Agent, the Servicer and the Indenture Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.06(a) and (i)) and, subject to the other conditions set forth herein and upon receipt of written confirmation from the Series 2025-1 Class A-1-V Administrative Agent (based, with respect to any portion of the Series 2025-1 Class A-1-V Outstanding L/C Subfacility Amount held by any Person other than the Series 2025-1 Class A-1-V Administrative Agent, solely on written notices received by the Series 2025-1 Class A-1-V Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2025-1 Class A-1-V Outstanding Principal Amount would not exceed the Series 2025-1 Class A-1-V Notes Maximum Principal Amount (provided that the Letter of Credit Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Series 2025-1 Class A-1-V Administrative Agent for purposes of determining whether the Letter of Credit Provider received such prior written confirmation from the Series 2025-1 Class A-1-V Administrative Agent with respect to any Letter of Credit), the Letter of Credit Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the Letter of Credit Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.06(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the Letter of Credit Provider and the Issuer. The Letter of Credit Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Series 2025-1 Class A-1-V Administrative Agent) promptly following the issuance thereof. Each Letter of Credit Provider shall promptly furnish to the Series 2025-1 Class A-1-V Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, and the Indenture Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay ratably to the Committed Note Purchasers, based on their respective Commitments, the L/C Monthly Fees in accordance with the terms of the Series 2025-1 Class A-1-V Notes Fee Letter and subject to the Priority of Payments. In addition, the Issuer shall pay to or reimburse the Letter of Credit Provider for its own account or for the account of the applicable L/C Issuing Bank the L/C Issuance Fees (as defined in the Series 2025-1 Class A-1-V Notes Fee Letter, the “L/C Issuance Fees”) in accordance with the terms of the Series 2025-1 Class A-1-V Notes Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Issuer may, upon at least three (3) Business Days’ notice to the Series 2025-1 Class A-1-V Administrative Agent and the applicable Letter of Credit Provider, effect a permanent reduction in the related L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the Letter of Credit Provider and the Series 2025-1 Class A-1-V Administrative Agent, the Letter of Credit Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2025-1 Class A-1-V Advance Notes and the L/C Commitment does not exceed the aggregate amount of the Commitments. (g) Each Letter of Credit Provider shall satisfy its obligations under this Section 2.06 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate as long as any such Letter of Credit issued would not be an Ineligible Liquidity Reserve Letter of Credit. If any such Letter of Credit would be an Ineligible Liquidity Reserve Letter of Credit, a Person selected by the Issuer (at the reasonable expense of the Issuer) shall issue such Letter of Credit; provided that any Letter of Credit issued by such Person would not be an Ineligible Liquidity Reserve Letter of Credit (the Letter of Credit Provider (or such Affiliate of the Letter of Credit Provider) or such other Person selected by the Issuer (at the reasonable expense of the Issuer), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). (h) Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any Letter of Credit issued by a Person selected by the Issuer pursuant to Section 2.06(g) be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. (i) Each Letter of Credit Provider and, if the Letter of Credit Provider is not the L/C Issuing Bank for any Letter of Credit, the L/C Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Provider or the L/C Issuing Bank, as applicable, from issuing the Letter of Credit, (ii) any law applicable to the Letter of Credit Provider or the L/C Issuing Bank, as applicable, or any request or directive (which request or directive, in the reasonable judgment of the Letter of Credit Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Provider or the L/C Issuing Bank, as applicable, shall prohibit the Letter of Credit Provider or the L/C Issuing Bank, as applicable, from issuing of letters of credit generally or the Letter of Credit in particular, or (iii) the issuance of such Letter of Credit would violate any policies of the Letter of Credit Provider or L/C Issuing Bank regarding Letters of Credit in general. (j) Unless otherwise expressly agreed by the applicable Letter of Credit Provider or the L/C Issuing Bank, as applicable, and the Issuer when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit issued hereunder. (k) For the avoidance of doubt, the L/C Commitment shall be a sub-facility limit of the Commitment Amounts of the relevant Committed Note Purchaser and aggregate outstanding Unreimbursed L/C Drawings as of any date of determination shall be a component of the Series 2025-1 Class A-1-V Outstanding Principal Amount on such date of determination, pursuant to the definition thereof. (l) Each Series 2025-1 Liquidity Reserve Letter of Credit (including all drawings thereunder) shall be subject to Section 4.07 of the Base Indenture in all respects.

L/C Commitment. (a) As of the Restatement Effective Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.45.4(a), agrees to issue new standby letters of credit (each a "Letter “Letters of Credit"”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Restatement Effective Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount Utilized Revolving Commitments of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, such Borrower would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitmentsuch ▇▇▇▇▇▇▇▇’s Sublimit. Each Letter of Credit shall (xi) be denominated in Dollars, (yii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is at least BBB- as published by S&P and S&P, is at least Baa3 as published by ▇▇▇▇▇'▇ Moody’s and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is lower than BBB- as published by S&P or S&P, is lower than Baa3 as published by ▇▇▇▇▇'▇Moody’s or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law. (c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in the Schedule 1.1. The Maximum L/C Commitment of any Issuing Lender that agrees to change its Maximum L/C Commitment or that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Borrowers and such Issuing Lender, subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). In no event shall any Issuing Lender be obligated to increase its Maximum L/C Commitment upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the Maximum L/C Commitment of each Issuing Lender shall be automatically reduced pro rata.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.43.4(a), agrees to issue letters of credit and bank guarantees in customary form (each a "Letter collectively, “Letters of Credit"”) for the account of the Borrower Company (or jointly for the account of the Company and a Restricted Subsidiary) on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the Dollar Equivalent of the Total L/C CommitmentLimit, (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than the Loan Commitments or zero, (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount Dollar Equivalent of all outstanding Alternative Currency Loans and Alternative Currency L/C Exposure would exceed the Alternative Currency Sublimit or (iv) the L/C (1) the date that is five Business Days prior to the Revolving Termination Date or (2) the date that is one year after the Revolving Termination Date, provided that no later than the 60th day prior to the Revolving Termination Date (or for any Letters of Credit issued by (A) Bank One or Barclaysafter such date, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitment. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (z) expire no later than the first anniversary of its date of issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date), the Borrower shall, not later than (i) five days preceding the Maturity Date, Company shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit, if ; provided that any Letter of Credit with a one-year term may provide for the Borrower's senior unsecured longrenewal thereof for additional one-term, non-credit enhanced debt rating year periods (which shall in effect is no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal any time be obligated to the aggregate then undrawn and unexpired amount of such Letters issue any Letter of Credit if such issuance would conflict with, or cause the Borrower's senior unsecured long-termIssuing Lender or any L/C Participant to exceed any limits imposed by, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2016-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2016-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2016-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Issuer and the L/C Provider and (z) expire z)expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2016-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2016-1 Closing Date. Such Series 2016-1 Class A-1 L/C Note shall be dated the Series 2016-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2016-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2016-1 Class A-1 L/C Note and shall be deemed to be Series 2016-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2016-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2016-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2016-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2016-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2016-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2016-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2016-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2016-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Intentionally omitted.] (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2016-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened Person selected by the Administrative Agent an amount equal to Issuer (at the aggregate then undrawn expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and unexpired amount issuance of such Letters Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-1” (or then equivalent grade) from S&P and (ii) a long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by “BBB+” (or then equivalent grade) from S&P or is lower than Baa3 such other minimum long-term unsecured debt rating as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall may be held and applied reasonably required by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the manner Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Issuer be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.45.4(a), agrees to issue letters of credit (each a "Letter “Letters of Credit"”) for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentCommitments. Each Letter of Credit shall (xi) be denominated in Dollars, (yii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (iA) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is at least BBB- as published by S&P and S&P, is at least Baa3 as published by ▇▇▇▇▇'’▇ and is at least BBB- as published by Fitch or (iiB) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit if (1) the Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is lower than BBB- as published by S&P or S&P, is lower than Baa3 as published by ▇▇▇▇▇'▇’▇ or is lower than BBB- as published by Fitch, or (2) no Rating of the Borrower exists; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for the Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lenderthe Administrative Agent, in reliance on the agreements of the other Lenders set forth in Section 5.43.4(a), agrees agrees, in its sole discretion, to arrange for the Issuing Bank to issue letters Letters of credit (each a "Letter of Credit") Credit for the account of the Borrower Borrowers on any Business Day from the Closing Date until the date that is ten through but not including five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided provided, that no Issuing Lender the Administrative Agent shall have any no obligation to issue arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment, (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus any amounts remaining outstanding or unpaid with respect to the Pre-Petition Obligations, plus the aggregate amount of L/C Obligations would exceed the Utilized Commitments would be greater than lesser of (x) the Loan Commitments Revolving Credit Commitment and (y) the Borrowing Base Amount, or (iiic) unless following the applicable Issuing Lender shall otherwise consent theretooccurrence of an L/C Collateral Event, the aggregate L/C Cash Collateral as reflected in the L/C Cash Collateral Account is less than an amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50equal to 105% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentObligations. Each Letter of Credit shall (xi) be denominated in DollarsDollars in a minimum amount of $5,000, (yii) have be a face amount standby or commercial letter of at least $1,000,000 credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the ordinary course of business (unless otherwise agreed by the Issuing Lender) including bid, performance, surety and similar bonds or obligations), (ziii) expire on a date no more than six (6) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding one (1) month), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the first anniversary fifth (5th) Business Day prior to the date specified in clause (a) of its date the definition of issuance; providedthe term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP98, thatas set forth in the Letter of Credit Application or as determined by such Issuing Bank and, to the extent not inconsistent therewith, the laws of the State of New York. The Administrative Agent shall not be obligated to arrange for the issuance of any Letter of Credit hereunder if one such issuance would conflict with, or more cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall at also include extensions or modifications of any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such outstanding Letters of Credit, if unless the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Series 2017-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2017-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the 17 Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the 18 Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) five days preceding provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Maturity Series 2017-1 Closing Date, deposit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in a cash collateral account opened the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C 19 Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit 20 satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured longPerson is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term, non-credit enhanced debt term certificate of deposit rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by of not less than “P-2” from ▇▇▇▇▇'’▇ or and “A-2” from S&P and (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by S&P or is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇'▇. Amounts held in ’▇ or “BBB” from S&P or such cash collateral account shall other minimum long-term unsecured debt rating as may be held and applied reasonably required by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)beneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.43.4(a), agrees to issue letters of credit (each a "Letter “Letters of Credit"”) for the account of the Borrower Company or any Borrowing Subsidiary on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate L/C Obligations would exceed the total L/C Commitment then in effect, (ii) the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s share of the total L/C Commitment, (iiiii) the aggregate amount 105% of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% Dollar Equivalent of the L/C Commitment or (B) SunTrust, as Issuing Lender, Obligations attributable to Letters of Credit denominated in Alternate Currencies would exceed 33% of the L/C CommitmentAlternate Currency Sublimit then in effect or (iv) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Alternate Currencies plus (y) the Dollar Equivalent of the Revolving Extensions of Credit then outstanding other than Letters of Credit denominated in Alternate Currencies would exceed the Available Revolving Commitments. Each Letter of Credit shall (xi) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise Canadian Dollars, Euro or British Pound Sterling, as the case may be, or, if agreed by the applicable Issuing Lender) , any Alternate Currency and (zii) expire no later than the earlier of (x) the first anniversary of its date of issuance; providedissuance and (y) the date that is five Business Days prior to the Revolving Termination Date, that, if one or more Letters provided that any Letter of Credit may provide for the renewal thereof for additional periods of up to one year (but in no event shall any such renewal extend beyond the date referred to in clause (y) immediately above). (b) No Issuing Lender shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal be obligated to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters issue any Letter of Credit if the Borrower's senior unsecured long-termsuch issuance would conflict with, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in cause such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.45.4(a), agrees to issue new letters of credit (each a "Letter “Letters of Credit"”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount Utilized Revolving Commitments of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, such Borrower would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitmentsuch Borrower’s Sublimit. Each Letter of Credit shall (xi) be denominated in Dollars, (yii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is at least BBB- as published by S&P and S&P, is at least Baa3 as published by ▇▇▇▇▇'’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account opened by accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the aggregate then undrawn and unexpired amount of L/C Obligations with respect to such Letters of Credit if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating ’s Rating in effect is lower than BBB- as published by S&P or S&P, is lower than Baa3 as published by ▇▇▇▇▇'▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law. (c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower any Co-Issuer or its designee on any Business Day from during the period commencing on the Series 2018-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2018-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2018-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Series 2018-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2018-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened Person selected by the Administrative Agent an amount equal to Co-Issuers (at the aggregate then undrawn expense of the Co-Issuers) shall issue such Letter of Credit; provided that such Person and unexpired amount issuance of such Letters Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the Co-Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by “BBB” (or then equivalent grade) from S&P or is lower than Baa3 such other minimum long-term unsecured debt rating as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall may be held and applied reasonably required by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the manner Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Co-Issuers be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2017-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2017-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2017-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such initial Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 20171 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured longPerson is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term, non-credit enhanced debt term certificate of deposit rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by of not less than “P-2” from ▇▇▇▇▇'’▇ or and “A-2” from S&P and (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced term unsecured debt rating in effect is lower of not less than BBB- as published by S&P or is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇'▇. Amounts held in ’▇ or “BBB” from S&P or such cash collateral account shall other minimum long-term unsecured debt rating as may be held and applied reasonably required by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)beneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4, Lender agrees to issue letters of credit (each a "Letter “Letters of Credit"”) for the account of the Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the L/C Commitment, (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the Total L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (xi) be denominated in Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (yA) have the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a face amount of at least $1,000,000 “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless otherwise agreed by the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (zB) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry issuance and (y) the date that is later than five (5) Business Days prior to the Letter of Credit Maturity Date; except that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower shallprovides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $50,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) five days preceding such issuance would conflict with, or cause the Maturity Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law, including, without limitation, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, deposit or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in a cash collateral account opened good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount equal less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (iv) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the aggregate Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential fronting exposure with respect to the Defaulting Lender arising from either the Letter of Credit then undrawn proposed to be issued or that Letter of Credit and unexpired all other Obligations under Letters of Credit as to which the Issuing Lender has actual or potential fronting exposure, as it may elect in its sole discretion; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or (vi) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof. (c) Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each commercial Letter of Credit. (d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of stated amount of such Letters Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating Credit in effect is at least BBB- as published such time; provided, however, that with respect to any Letter of Credit that, by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ its terms or (ii) fifteen days preceding the Maturity Dateterms of any Issuer Document related thereto, deposit provides for one or more automatic increases in a cash collateral account opened by the Administrative Agent an stated amount equal to thereof, the aggregate then undrawn and unexpired amount of such Letters Letter of Credit if shall be deemed to be the Borrower's senior unsecured long-termmaximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, non-credit enhanced debt rating whether or not such maximum stated amount is in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in at such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)time.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.43.4(a), agrees to issue letters of credit (each a "Letter “Letters of Credit"”) for the account of the Borrower and the Co-Borrower, as the case may be, on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than the Loan Commitments zero or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate outstanding amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, it would exceed 50% (x) $30,000,000, in the case of JPMorgan Chase Bank, N.A., (y) $10,000,000, in the L/C Commitment or case of Fifth Third Bank and (Bz) SunTrust$10,000,000, as Issuing Lender, would exceed 33% in the case of the L/C CommitmentKeyBank National Association. Each Letter of Credit shall (xi) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) Dollars or another Acceptable Currency and (zii) expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided, that, if one or more Letters provided that (1) any Letter of Credit shall at any time may have an expiry date that is later than the Maturity Datedate referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall, not later than (i) five days preceding the Maturity Date, shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount 105% of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit and (2) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above (or, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Restatement Date for the account of the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in Without limiting the foregoing (i) each such cash collateral account Existing Letter of Credit shall be held and applied by the Administrative Agent included in the manner calculation of the L/C Obligations, (ii) all liabilities of the Borrower and for the purposes set forth other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 10.2(c)3.4.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2021-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2021-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2021-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is five (5) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Unless otherwise expressly agreed by the L/C Provider and the Co-Issuers when a Letter of Credit is issued and subject to applicable laws, the Letters of Credit shall be governed by and subject to ISP or the rules of the Uniform Customs and Practice for Documentary Credits, as published in its most recent version by the International Chamber of Commerce on the date any Letter of Credit is issued. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2021-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2021-1 Closing Date; provided that, if such Series 2021-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2021-1 Supplement. Such initial Series 2021-1 Class A-1 L/C Note shall be dated the Series 2021-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2021-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2021-1 Class A-1 L/C Note and shall be deemed to be Series 2021-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2021-1 Supplement, the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2021-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2021-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2021-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2021-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2021-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2021-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).L/C Provider

L/C Commitment. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.43.4(a), agrees to issue letters of credit (each a "Letter “Letters of Credit"”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount L/C Obligations in respect of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by it would exceed $20,000,000, (Aiii) Bank One the aggregate amount of the Available Revolving Commitments would be less than zero or Barclays, each as Issuing (iv) with respect to any Lender, would exceed 50% the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Commitment or (B) SunTrust, as Issuing Lender, Exposure of such Lender would exceed 33% of the L/C Commitmentits Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, 509265-2072-11662-ACTIVE.44337519 Dollars or an Acceptable Foreign Currency and (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (z) expire no later than the earlier of (1) the first anniversary of its date of issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry issuance and (2) the date that is later than five Business Days prior to the Maturity Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the Borrower shall, not later than renewal thereof for additional one-year periods (iwhich shall in no event extend beyond the date referred to in clause (2) above); provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five days preceding Business Days prior to the Maturity Date, deposit Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a cash collateral account opened by the Administrative Agent an amount equal manner reasonably acceptable to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is Issuing Lender at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal eight Business Days prior to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)Revolving Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Series 2017-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2017-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) five days preceding provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Maturity Series 2017-1 Closing Date, deposit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in a cash collateral account opened the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is L/C Provider or a Person selected by (at least BBB- as published by S&P the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount issuance of such Letters Letter of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).Credit

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2021-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2021-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2021-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is five (5) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Unless otherwise expressly agreed by the L/C Provider and the Co-Issuers when a Letter of Credit is issued and subject to applicable laws, the Letters of Credit shall be governed by and subject to ISP or the rules of the Uniform Customs and Practice for Documentary Credits, as published in its most recent version by the International Chamber of Commerce on the date any Letter of Credit is issued. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2021-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2021-1 Closing Date; provided that, if such Series 2021-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2021-1 Supplement. Such initial Series 2021-1 Class A-1 L/C Note shall be dated the Series 2021-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2021-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2021-1 Class A-1 L/C Note and shall be deemed to be Series 2021-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2021-1 Supplement, the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2021-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2021-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2021-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then requested issuance, the Series 2021-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2021-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2021-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letters Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ L/C Provider or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).Person

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.43.4(a), agrees to issue letters of credit (each a "Letter the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Utilized Available Revolving Credit Commitments at such time would be greater less than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitmentzero. Each Letter of Credit shall (xi) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) Dollars or in euro and (zii) except as otherwise provided in Annex B with respect to certain Existing Letters of Credit, expire no later than the earlier of (x) the first anniversary of its date of issuanceissuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date provided that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding any Letter of Credit with a one-year term may provide for the Maturity Daterenewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in no Issuing Lender shall be under any obligation to issue a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters Letter of Credit (Euro) if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect obligation of any Lender to make Revolving Credit Euro Loans is lower than BBB- as published by S&P suspended at such time pursuant to Section 2.17 or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)2.22.

L/C Commitment. Subject to the terms and conditions hereof, each the Issuing LenderLenders, upon notice to the Administrative Agent, and in reliance on the agreements of the other Revolving Lenders set forth in Section 5.43.4(a), agrees agree to issue letters Letters of credit (each a "Letter of Credit") Credit for the account of the Borrower Multicurrency Borrowers on any Business Day from the Closing Date until through but not including the date that which is ten five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount Revolving Commitment less the sum of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate principal amount of all outstanding Letters of Credit issued by (A) Bank One or BarclaysRevolving Loans, each as Issuing Lender, would exceed 50% of all outstanding Non-Cash Management Swingline Loans and the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Aggregate Cash Management Swingline Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (xi) be denominated in Dollarsa Permitted Currency in a minimum amount acceptable to the applicable Issuing Lender, (yii) have be a face amount standby letter of at least $1,000,000 credit issued to support obligations of the Credit Parties, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by the Issuing Lender) and (ziii) expire on a date satisfactory to the applicable Issuing Lender and the Administrative Agent, which date shall be no later than the first anniversary earlier of (A) five (5) Business Days prior to the Maturity Date and (B) one year after its date of issuance; providedprovided that any such Letter of Credit may, that(I) by its terms and otherwise consistent with this Agreement, if one provide for automatic annual renewals and (II) expire on a date that is after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person's sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or more prior to the Maturity Date, and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Revolving Loan Documents, a Letter of Credit issued and outstanding hereunder. No Issuing Lender shall at any time have an expiry date that is later than the Maturity Datebe obligated to issue any Letter of Credit hereunder if such issuance would conflict with, the Borrower shallor cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal any Applicable Law. References herein to the aggregate then undrawn "issue" and unexpired amount derivations thereof with respect to Letters of such Credit shall also include extensions or modifications of any existing Letters of Credit, if unless the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2020-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, Series 2020-1 Class A-1 Outstanding Principal Amount would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C CommitmentSeries 2020-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2020-1 Closing Date; provided that, if such Series 2020-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(f) of the Series 2020-1 Supplement. Such Series 2020-1 Class A-1 L/C Note shall be dated the Series 2020-1 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2020-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2020-1 Class A-1 L/C Note and shall be deemed to be Series 2020-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2020-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2020-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2020-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then undrawn requested issuance, the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and unexpired amount correct and to have been signed or sent by the proper Person or Persons of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the aggregate then beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2020-1 Class A-1 Administrative Agent Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2020-1 Class A-1 Administrative Agent Fee Letter and subject to the Priority of Payments. (e) [Intentionally omitted.] (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and unexpired with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2020-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to any such Affiliate. If the L/C Issuing Bank Rating Test is not satisfied with respect to any such Affiliate, then the L/C Provider or a Person selected by the Issuer (at the expense of the L/C Provider, including any expenses in connection with amendments to this Agreement necessary to effectuate the issuance of Letters of Credit by such Person hereunder) shall issue such Letter of Credit; provided that such Person satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Borrower's senior unsecured Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term debt credit rating of not less than “A-2” (or then equivalent grade) from S&P or KBRA and (ii) a long-term, nonterm debt credit rating of not less than “BBB” (or then equivalent grade) from S&P or KBRA or such other minimum long-credit enhanced term unsecured debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall may be held and applied reasonably required by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the manner Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Issuer be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4subsection 3.4(a), Chase, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the borrowers party to the Existing Credit Agreement and each Issuing Bank agrees to issue letters of credit (each a collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, "Letter Letters of Credit") for the account of the Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that no such Issuing Lender Bank shall not, and shall have any no obligation to to, issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount Available Revolving Credit Commitment of all the Utilized Commitments Lenders would be greater less than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitmentzero. Each Letter of Credit shall (xi) be denominated in DollarsDollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or its Subsidiaries, contingent or otherwise for general corporate needs (a "Standby Letter of Credit"), or (y) have a face amount documentary letter of at least $1,000,000 (unless otherwise agreed credit in respect of the purchase of goods or services by the Issuing LenderBorrower or its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (zii) expire no later than the first anniversary earlier of its (x) one year from the date of issuance; providedissuance thereof or (y) five business days prior to the Termination Date, that, if one or more Letters provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (ii) above. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) No Issuing Bank shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal be obligated to the aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters issue any Letter of Credit hereunder if the Borrower's senior unsecured long-termsuch issuance would conflict with, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in cause such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each each, a "“Letter of Credit"” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer on any Business Day from during the period commencing on the Series 2019-3 Closing Date until and ending on the date that is ten Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Utilized Commitments would be greater than the Loan Commitments Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the L/C Commitment or Provider (B) SunTrust, in its capacity as Issuing Lender, would exceed 33% of the Committed Note Purchaser and L/C CommitmentProvider) would exceed its Commitment Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the Issuing LenderL/C Provider, together with a reasonable administrative fee to be agreed upon) and (z) expire no later than the earlier of (A) the first anniversary of its date of issuanceissuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, or such other Account, as permitted pursuant to the terms of the Indenture. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the initial Series 2019-3 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2019-3 Closing Date. Such initial Series 2019-3 Class A-1 L/C Note shall be dated the Series 2019-3 Closing Date, shall be registered in the Borrower shallname of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-3 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-3 Class A-1 L/C Note and shall be deemed to be Series 2019-3 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-3 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not later than otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letter of credit set forth on Schedule IV hereto shall be deemed a Letter of Credit provided and issued by the L/C Provider hereunder as of the Series 2019-3 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) five days preceding and, subject to the Maturity Dateother conditions set forth herein and in the Series 2019-3 Supplement and upon receipt of written confirmation from the Administrative Agent (based, deposit in a cash collateral account opened with respect to any portion of the Series 2019-3 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent an amount equal under this Agreement) that after giving effect to the aggregate then undrawn requested issuance, the Series 2019-3 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and unexpired amount correct and to have been signed or sent by the proper Person or Persons of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to for purposes of determining whether the aggregate then undrawn and unexpired amount of L/C Provider received such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the manner Series 2019-3 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-3 Class A-1 Notes Fee Letter and for subject to the purposes set forth Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2019-3 Class A-1 Outstanding Principal Amounts, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (h) The L/C Provider shall satisfy its obligations under this Section 10.2(c).2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of