Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. (1) On the terms and subject to the conditions set forth herein, the Issuing Bank shall from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1a) On Upon the terms and subject to conditions and relying on the conditions set forth hereinrepresentations and warranties contained in this Agreement, the Issuing Bank Bank, agrees, from the date of this Agreement until the date which is 5 days prior to the last Business Day of the Commitment Period, to issue, on behalf of the Lenders in their respective Percentage Shares, Letters of Credit for the account of any Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued in such amounts as any Borrower may request; provided, however, that (i) no Letter of Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to five days prior to the Final Maturity, (ii) the Loan Balance plus the L/C Exposure shall not exceed at any time the Commitment Amount, and (iii) the L/C Exposure shall not exceed at any time the Letter of Credit Sublimit. (b) Any Borrower may from time to time from and after request that the Effective Date issue its letters of credit (individuallyIssuing Bank issue, renew or extend a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery delivering to the Issuing Bank at its address for notices specified herein a Letter of a duly executed Credit Application therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank may request. Upon receipt of any Letter of Credit Application, the Issuing Bank will process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Bank and the requesting Borrower. The Issuing Bank shall furnish a copy of such Letter of Credit to the requesting Borrower promptly following the issuance thereof. The Issuing Bank shall promptly furnish to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank which shall issue the requested Letter of Credit, subject in turn promptly furnish to the terms and conditions Lenders, notice of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on (including the amount thereof). (c) The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Bank or any Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; (iii) the Letter of Credit is to be denominated in a currency other than Dollars; (iv) any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank's actual or potential Fronting Exposure (after giving effect to Section 2.27(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and after all other L/C Exposure as to which the Effective DateIssuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (d) If any draft is paid under any Letter of Credit, the LendersBorrowers shall reimburse the Issuing Bank for the amount of (i) the draft so paid and (ii) any taxes, including fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment, not later than 12:00 Noon, New York City time, on (A) the Business Day that the Borrowers receive notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (B) if clause (A) above does not apply, the Business Day immediately following the day that the Borrowers receive such notice. Each such payment shall be made to the Issuing Bank at its capacity as a Lender, shall automatically be deemed address for notices referred to have purchased an undivided participation interest therein herein in Dollars and in all rights immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at (x) until the Business Day next succeeding the date of the relevant notice, the Alternative Base Rate and obligations relating thereto pro rata in accordance with their respective Percentage Shares(y) thereafter, the Default Rate. (3e) Any drawing The Issuing Bank irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Issuing Bank to issue Letters of Credit, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions set forth below, for such Lender's own account and risk an undivided interest equal to such Lender's Percentage Share in the Issuing Bank's obligations and rights under and in respect of each Letter of Credit (including the Existing Letters of Credit) and the amount of each draft paid by the Issuing Bank thereunder. Each Lender agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit (each, a “L/C Drawing”) shall be payable for which the Issuing Bank is not reimbursed in full by the Company on Borrowers in accordance with the date terms of this Agreement, such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment Lender shall pay to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by at the Issuing Bank made through Principal Office an amount equal to such Lender's Percentage Share of the Administrative Agent (which demand may be telephonic) on the date amount of such L/C Drawingdraft, if such demand or any part thereof, that is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s not so reimbursed. Each Lender's obligation to repay L/C Drawings pay such amount shall be absolute, irrevocable absolute and unconditional under and shall not be affected by any and all circumstances whatsoever and irrespective of circumstance, including (i) any set-offsetoff, counterclaim counterclaim, recoupment, defense or defense to payment which the Company other right that such Lender may have or have had, against the Issuing Bank, any Lender the Borrowers or any other PersonPerson for any reason whatsoever, including, without limitation, any set-off, counterclaim (ii) the occurrence or defense based upon continuance of a Default or arising out of: (i) Any lack an Event of validity Default or enforceability of this Credit Agreement or the failure to satisfy any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; conditions specified in Article 3, (iii) The existence any adverse change in the condition (financial or otherwise) of any claimBorrower, setoff, defense or other right which the Company (iv) any breach of this Agreement or any other Person may have at Loan Document by any time against Borrower, any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement Subsidiary or any other document presented under any Letter of Credit is forged, fraudulent, invalid Lender or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) If any amount required to be paid by any Lender to the Issuing Bank under pursuant to Section 2.2(e) in respect of any Letter unreimbursed portion of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit is paid to the Issuing Bank within three Business Days after the date such payment is due, such Lender shall pay to the Issuing Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Lender pursuant to Section 2.2(e) is not made available to the Issuing Bank by such Lender within three Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable toAlternative Base Rate Loans. A certificate of the Issuing Bank submitted to any Person purporting Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (g) Whenever, at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any Lender its pro rata share of such payment in accordance with Section 2.2(e), the Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, the Issuing Bank will distribute to such Lender its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Bank shall be required to be returned by the Issuing Bank, such Lender shall return to the Issuing Bank the portion thereof previously distributed by the Issuing Bank to it. (h) Each payment by a Lender pursuant to Section 2.2(e) shall be deemed to be a trustee in bankruptcy, debtor-in-possession, assignee Alternative Base Rate Loan by each Lender to the extent of funds delivered by such Lender to the Issuing Bank with respect to such payment and shall to such extent be deemed a Alternative Base Rate Loan by such Lender and shall be payable by the Borrowers upon demand by the Issuing Bank. (i) If any draft shall be presented for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of payment under any Letter of Credit, including any arising the Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Bank to the Borrower in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with draft presented for payment under any Letter of Credit issued hereundershall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit. (5j) The Uniform Customs and Practice for Documentary Credits as most recently published by To the International Chamber of Commerce at the time of issuance extent that any provision of any Letter of Credit shall (unless otherwise expressly provided in the Application related to any Letter of CreditCredit is inconsistent with the provisions of this Section 2.2, the provisions of this Section 2.2 shall apply (k) apply to The Issuing Bank, the Lenders and the Borrowers agree that effective as of the Closing Date, the Existing Letters of Credit. (6) In the event of any inconsistency between Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and provisions of conditions of, this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and governAgreement.

Letter of Credit Facility. (1) On the terms Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the conditions set forth hereinprovisions of Article IV, the Issuing Bank shall from time to time from and after the Effective Date Administrative Agent shall, or any other Lender in its sole discretion may, issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Facility Letter of Credit will be issued for the Company in account of Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate amount at any one time outstanding not to exceed Dollar Amount of the L/C Credit Limit. Each Obligations exceeds Thirty Million and 00/100 Dollars ($30,000,000); and provided, further, that no Facility Letter of Credit shall be requested by issued which has an expiration date more than one year after the Company by delivery to the Issuing Bank date of a duly executed issuance of such Facility Letter of Credit Applicationor an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, with a copy further, that although such letters of credit were issued prior to the Administrative Agentdate of this Agreement, accompanied by effective on the Closing Date all other documentsExisting Letters of Credit shall be treated as Facility Letters of Credit hereunder. Each Facility Letter of Credit may, instruments and agreements as upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Bank may reasonably require (Lender notifies the “L/C Documents”)beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of Credit will not be renewed. The Issuing Bank shall issue the requested Prior to issuing any Facility Letter of Credit, subject to the terms applicable Issuing Lender shall request and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, Administrative Agent shall provide confirmation that the form of drafts and statements to accompany any drawing thereunder. No request for such Facility Letter of Credit shall have a stated expiration date (or provide for complies with the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes provisions of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage SharesSection 2.20. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through If the Administrative Agent (which demand may be telephonic) on notifies the date of applicable Issuing Lender that it is authorized to issue such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Facility Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.conditions described in Article IV have

Letter of Credit Facility. (1) On Subject to the terms and subject to the conditions set forth hereinhereof, the Issuing Bank shall from time agrees to time from issue commercial letters of credit and after the Effective Date issue its standby letters of credit (individually, each a “"Letter of Credit” ") on behalf of the Borrower for general corporate purposes. At no time, however, shall the total face amount of all Letters of Credit outstanding, less any partial draws paid by the Bank, exceed the sum of $3,000,000 and, collectivelytogether with the total principal amount of all Advances, exceed the Line of Credit. (a) Upon the Bank's request, the “Borrower shall promptly pay to the Bank issuance fees of 1/8% per annum for commercial letters of credit and 1.5% per annum for standby letters of credit and such other fees, commissions, costs and any out-of-pocket expenses charged or incurred by the Bank with respect to any Letter of Credit. (b) The commitment by the Bank to issue Letters of Credit”) for Credit shall, unless earlier terminated in accordance with the account terms of the Company in an aggregate amount at any one time outstanding not to exceed Agreement, automatically terminate on the L/C Expiration Date and no Letter of Credit Limit. shall expire on a date which is after the Expiration Date. (c) Each Letter of Credit shall be requested by the Company by delivery in form and substance satisfactory to the Issuing Bank and in favor of beneficiaries satisfactory to the Bank, provided that the Bank may refuse to issue a duly executed Letter of Credit Application, with a copy due to the Administrative Agentnature of the transaction or its terms or in connection with any transaction where the Bank, accompanied due to the beneficiary or the nationality or residence of the beneficiary, would be prohibited by all other documentsany applicable law, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested regulation or order from issuing such Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2d) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed Prior to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective DateCredit, the Lenders, including the Issuing Bank but in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made no event later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco a.m.(California time) on the next succeeding day such Letter of Credit is to be issued (which shall be a Business Day), the Borrower shall deliver to the Bank a duly executed form of the Bank's standard form of application for issuance of a Letter of Credit with proper insertions. (4e) The Company’s obligation Borrower shall, upon the Bank's request, promptly pay to repay L/C Drawings shall be absolute, irrevocable and unconditional under any reimburse the Bank for all costs incurred and all circumstances whatsoever and irrespective payments made by the Bank by reason of any set-offfuture assessment, counterclaim reserve, deposit or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender similar requirement or any other Personsurcharge, including, without limitation, any set-off, counterclaim tax or defense based fee imposed upon the Bank or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any as a result of the other Loan Documents; (ii) Any amendment Bank's compliance with any directive or waiver requirement of any regulatory authority pertaining or any consent relating to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1a) On the terms and subject to the conditions set forth herein, the Issuing Bank shall from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject Subject to the terms and conditions of this Credit Agreement, Agreement and in reliance upon approval the representations and warranties contained herein being true as of the form thereofdate of issuance of the letters of credit described herein, the Bank will, provided no Event of Default has occurred and is continuing, at the request of Borrower, issue for the account of Borrower one or more letters of credit (each a "Letter of Credit" and collectively the "Letters of Credit") upon such terms (including, without limitation, the execution and delivery by Borrower of such applications, notes and other instruments and payments of the fees provided herein as Bank may require) and in such form and substance as are satisfactory to Bank in connection with the Borrower's business activities. In no event shall the aggregate outstanding amount under all Letters of drafts and statements Credit (that is, that portion which has not already been drawn upon by the beneficiary thereof (the "Available Draw")) exceed Fifteen Million Dollars ($15,000,000.00) (the "LC Facility"). Any portion of a Letter of Credit which has been drawn against shall be immediately reimbursed to accompany any drawing thereunderthe Bank by means of an Advance under the Revolving Loan pursuant to Section 2.1 of this Agreement, or if there is no availability, the amount of such Letter of Credit draw shall be immediately reimbursed by the Borrower. The LC Facility shall be available to Borrower for a period concurrent with that of the Revolving Loan. No Letter of Credit shall have will be issued which has a stated expiration date (occurring on or provide for after the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2b) Effective as For purposes of determining the Effective DateMaximum Loan Amount permitted pursuant to Section 2.1, all “Letters the issuance of Credit” outstanding a Letter of Credit by Bank shall limit the availability of Advances under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Revolving Loan Documents and the Lenders hereunder, including the Issuing Bank as set forth in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance Section 2.1. In connection with their respective Percentage Shares. Upon the issuance and maintenance of each Letter of Credit on Credit, Borrower shall pay to the Bank fees and after the Effective Date, the Lenders, including the Issuing Bank commissions as set forth in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage SharesSection 8 hereof. (3c) Any drawing under Borrower shall be obligated to reimburse Bank for any Letter additional amounts, if any law, regulation or guideline which becomes effective after the date hereof or change after the date hereof in any law or regulation or in the interpretation thereof or issuance after the date hereof of any ruling, decree, judgment or recommendation by any regulatory body, court or any administrative or governmental authority charged or claiming to be charged with the administration thereof, shall either (i) impose upon, modify, require, make or deem applicable to the Bank or any of its affiliates any reserve requirement based upon the deeming of Letters of Credit to be deposits held by the Bank, special deposit requirement, insurance assessment or similar costs or requirement against or affecting letters of credit issued or to be issued hereunder or (eachii) subject the Bank or any of its affiliates to any tax, a “L/C Drawing”charge, fee, deduction, withholding or similar costs of any kind whatsoever or (iii) impose any condition upon or cause in any manner the addition of any supplement to or increase of any kind to the Bank's or an affiliate's capital or cost base for issuing such Letters of Credit which results in an increase in the capital requirement supporting such Letters of Credit or (iv) impose upon, modify, require, make or deem applicable to the Bank or any of its affiliates any capital requirement, increased capital requirement or similar requirement such as the deeming of such Letters of Credit to be assets held by the Bank or any of its affiliates for capital calculation or other purposes, and the result of any events referred to in (i), (ii), (iii) or (iv) above shall be payable to increase the costs or decrease the benefit in full any way to the Bank or any affiliate of issuing, maintaining or participating in such Letters of Credit, then the Borrower shall, on the tenth business day after receipt of written notice of such increased costs or decreased benefits (which notice shall set forth in reasonable detail the calculation of such increased costs or decreased benefits) or both to the Borrower by the Company on the date of such L/C Drawing. The LendersBank, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment pay to the Issuing Bank through the Administrative Agentall such additional amounts which, in same-day funds, the Bank's sole good faith calculation as allocated to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date such Letters of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out ofCredit: (i) Any lack in the case of validity events referred to in (i) and (ii) above, shall be sufficient to compensate it for all such increased costs, decreased benefits or enforceability of this Credit Agreement or any of the other Loan Documents;both; or (ii) Any amendment in the case of events referred to in (iii) and (iv) above, shall be an amount per annum, payable quarterly, equal to the product obtained by multiplying (i) the minimum percentage (expressed as a decimal) capital required by the appropriate regulatory bodies to be maintained for letter of credit risks of the type issued hereunder (taking into account any risk allocation percentage or waiver weighing factor), times (ii) the amount of or any consent to departure from the terms of any Letter Letters of Credit;; and (iii) all as certified by the Bank in said written notice to the Borrower, which certification shall be conclusive absent manifest error. The existence of any claim, setoff, defense Bank agrees not to seek reimbursement pursuant to this Section 2.3(c) unless the Bank is seeking similar type reimbursement from its other borrowers or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person customers for whom any such beneficiary it has issued letters of credit or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter has established a letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereundercredit facility. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. So long as no Default hereunder has occurred, the Bank shall make available to the Borrower and its Subsidiaries a credit facility (1the "Letter of Credit Facility") On whereby the terms Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) of letters of credit (a "Letter of Credit") for the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than the Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement to the Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, and to the extent there is availability sufficient under the Commitment, the amount of such drawings shall be charged as Revolving Line of Credit Loans. To the extent there is insufficient availability under the Commitment, the reimbursement obligations resulting from such drawings shall be evidenced by and subject to the conditions set forth hereinterms of a single, master back-up demand note (the Issuing Bank "Back-Up L/C Demand Note") in the form attached hereto as Exhibit "B". This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall from time to time from and after apply regardless of whether Borrower or one of its Subsidiaries is the Effective Date issue its letters account party of credit (individually, a “particular Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1) On 2.3.1. Subject to the terms and subject to conditions of this Agreement, upon the conditions set forth hereinrequest of Borrower Agent made in accordance herewith, the Issuing Bank agrees to issue, or to cause an Underlying Issuer, as Issuing Bank’s agent, to issue, a requested Letter of Credit. If Issuing Bank, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Bank agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrower Agent shall from be deemed to have requested that Issuing Bank issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Bank to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by a Person authorized to make such request and delivered to the Issuing Bank via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Bank and shall specify (i) the amount of such Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary of the Letter of Credit, and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. Anything contained herein to the contrary notwithstanding, the Issuing Bank may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Borrowers or their respective Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender. The Issuing Bank shall have no obligation to time from issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance: (a) the Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Loans (inclusive of Swingline Loans), or (b) the Letter of Credit Usage would exceed the Letter of Credit Subline, or (c) the Letter of Credit Usage would exceed the Commitments less the outstanding amount of Commitments. Borrowers and the Lender Group hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Closing Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, with the “same effect as if such Existing Letters of Credit”) for Credit were issued by Issuing Bank or an Underlying Issuer at the account request of Borrower Agent on the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit LimitClosing Date. Each Letter of Credit shall be requested in form and substance reasonably acceptable to the Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit or an Underlying Issuer makes a payment under an Underlying Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the date such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Loan hereunder and, initially, shall bear interest at the rate then applicable to Loans that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Loan hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be discharged and replaced by the Company resulting Loan. Promptly following receipt by delivery Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to Section 2.3.2 to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. 2.3.2. Promptly following receipt of a duly executed notice of a Letter of Credit ApplicationDisbursement pursuant to Section 2.3.1, each Lender with a copy Commitment agrees to fund its Pro Rata share of any Loan deemed made pursuant to Section 2.3.1 on the Administrative Agent, accompanied same terms and conditions as if Borrowers had requested the amount thereof as a Loan and Agent shall promptly pay to Issuing Bank the amounts so received by all other documents, instruments it from the Lenders. By the issuance of a Letter of Credit or a Reimbursement Undertaking (or an amendment to a Letter of Credit or a Reimbursement Undertaking increasing the amount thereof) and agreements as without any further action on the part of the Issuing Bank may reasonably require (or the “L/C Documents”). The Lenders with Commitments, the Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased granted to each Lender with a Commitment, and each Lender with a Commitment shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Bank and each Reimbursement Undertaking, in an undivided interest therein amount equal to its Pro Rata share of such Letter of Credit or Reimbursement Undertaking, and all rights each such Lender agrees to pay to Agent, for the account of the Issuing Bank, such Lender’s Pro Rata share of any Letter of Credit Disbursement made by Issuing Bank or an Underlying Issuer under the applicable Letter of Credit. In consideration and obligations relating thereto pro rata in accordance furtherance of the foregoing, each Lender with their respective Percentage Shares. Upon a Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the issuance account of the Issuing Bank, such Lender’s Pro Rata share of each Letter of Credit Disbursement made by Issuing Bank or an Underlying Issuer and not reimbursed by Borrower on the date due as provided in Section 2.3.1, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Lender with a Commitment acknowledges and after agrees that its obligation to deliver to Agent, for the Effective Date, the Lenders, including account of the Issuing Bank in Bank, an amount equal to its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Pro Rata share of each Letter of Credit (each, a “L/C Drawing”) Disbursement pursuant to this Section 2.3.2 shall be payable in full by the Company on the date of absolute and unconditional and such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following remittance shall be made notwithstanding the occurrence or continuation of an Event of DefaultDefault or Default or the failure to satisfy any condition set forth in Section 6. If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata share of a Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Bank) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. 2.3.3. Borrowers hereby agree to purchase indemnify, save, defend, and take hold the Lender Group and each Underlying Issuer harmless from any damage, loss, cost, expense, or liability, and reasonable attorneys fees incurred by Issuing Bank, any other member of the Lender Group, or any Underlying Issuer arising out of or in connection with any Reimbursement Undertaking or any Letter of Credit; provided, however, that Borrowers shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date gross negligence or willful misconduct of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any other member of the Lender Group, or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of Underlying Issuer. Each Borrower agrees to be bound by the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee Underlying Issuer’s regulations and interpretations of any Letter of Credit (or by Issuing Bank’s interpretations of any Reimbursement Undertaking even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that none of the Issuing Bank, the Lender Group, or any Person Underlying Issuer shall be liable for whom any such beneficiary error, negligence, or mistake, whether of omission or commission, in following any such transferee may be acting); (iv) Any allegation that any demand, statement Borrower’s instructions or any other document presented under any those contained in the Letter of Credit is forgedor any modifications, fraudulent, invalid or insufficient in any respectamendments, or supplements thereto. Each Borrower understands that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Reimbursement Undertakings may require Issuing Bank under any Letter of Credit against presentation of a draft to indemnify the Underlying Issuer for certain costs or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank liabilities arising out of claims by Borrowers against such Underlying Issuer. Borrowers hereby agree to indemnify, save, defend, and hold Issuing Bank and the other members of the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by them as a result of the Issuing Bank’s indemnification of an Underlying Issuer; provided, however, that Borrowers shall not be obligated hereunder to indemnify for any such loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Bank or any other member of the Lender Group. Borrowers hereby acknowledge and agrees that none of the Issuing Bank, any other member of the Lender Group, or any Underlying Issuer shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit issued hereunderCredit. (5) The Uniform Customs 2.3.4. Borrowers hereby authorize and Practice for Documentary Credits as most recently published direct any Underlying Issuer to deliver to the Issuing Bank all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Bank’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. 2.3.5. Any and all issuance charges, usage charges, commissions, fees, and costs incurred by the International Chamber Issuing Bank relating to Underlying Letters of Commerce at Credit shall be reimbursable immediately by Borrowers to Agent for the account of the Issuing Bank; it being acknowledged and agreed by Borrowers that, as of the Closing Date, the usage charge imposed by the Underlying Issuer is .825% per annum times the undrawn amount of each Underlying Letter of Credit, that such usage charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of issuance charges for amendments, extensions, drawings, and renewals. 2.3.6. If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Issuing Bank, any other member of the Lender Group, or Underlying Issuer with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (a) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply issued or caused to the Letters of Credit.be issued hereunder or hereby, or (6b) In there shall be imposed on the event of Issuing Bank, any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions other member of the Lender Group, or Underlying Issuer any other condition regarding any Letter of Credit Applicationor Reimbursement Undertaking, and the result of the foregoing is to increase, directly or indirectly, the terms cost to the Issuing Bank, any other member of the Lender Group, or an Underlying Issuer of issuing, making, guaranteeing, or maintaining any Reimbursement Undertaking or Letter of Credit or to reduce the amount receivable in respect thereof, then, and provisions in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate the Issuing Bank, any other member of the Lender Group, or an Underlying Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, however, that Borrowers shall not be required to provide any compensation pursuant to this Credit Agreement Section 2.3.6 for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers; provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall supersede be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.3.6, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and governconclusive and binding on all of the parties hereto.

Letter of Credit Facility. (1a) On the terms and subject Issuance of Letters of Credit. LC Issuer agrees to the conditions set forth herein, the Issuing Bank shall issue Letters of Credit from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the Borrowers’ account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to on the terms and conditions of set forth in this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, following: (i) LC Issuer shall automatically be deemed have no obligation to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under issue any Letter of Credit unless each of the LC Conditions has been satisfied (each, a “L/C Drawing”) shall be payable in full as determined by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely LC Issuer and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day). (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment If the LC Issuer receives written notice from Administrative Agent or waiver a Lender at least five (5) Business Days before issuance of or any consent to departure from the terms of any a Letter of Credit; (iii) The existence of Credit that any claimLC Condition has not been satisfied, setoff, defense or other right which LC Issuer shall have no obligation to issue the Company or any other Person may have at any time against any beneficiary or any transferee of any requested Letter of Credit (or any Person for whom other Letter of Credit) until such notice is withdrawn in writing by Administrative Agent or such Lender or until the Required Lenders have waived the applicable LC Condition in accordance with this Agreement. Before receipt of any such beneficiary notice, LC Issuer shall not be deemed to have knowledge of any failure to satisfy any LC Condition. (iii) Borrowers may request and employ Letters of Credit only (A) to support obligations of any Borrower or any such transferee may be acting);Subsidiary incurred in the Ordinary Course of Business or (iv) Any allegation that any demand, statement In connection with its administration of and enforcement of rights or any other document presented remedies under any Letter Letters of Credit is forgedor LC Documents, fraudulentLC Issuer shall be entitled to act, invalid and shall be fully protected in acting, upon any certification, documentation, or insufficient communication in whatever form believed by LC Issuer, in Good Faith, to be genuine and correct and to have been signed, sent, or made by a proper Person. LC Issuer may consult with and employ legal counsel, accountants, and other experts including Administrative Agent Professionals (at Borrowers’ expense) to advise it concerning its obligations, rights, and remedies with respect to the issuance and administration of Letters of Credit and LC Documents and shall be entitled to act (or refuse to act) upon, and shall be fully protected in any respectaction taken (or refused to be taken) in Good Faith reliance upon, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented advice given by such Persons. LC Issuer may employ agents and attorneys-in-fact in connection with any L/C Drawing;matter relating to Letters of Credit or LC Documents and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected by it. (v) Any payment by Unless otherwise specified herein, the Issuing Bank under any amount of a Letter of Credit against presentation at any time shall be deemed to be the stated amount of a draft or certificate that does not strictly comply with such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, or any payment made by the Issuing Bank under however, that with respect to any Letter of Credit to that, by its terms or the terms of any Person purporting LC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit maximum stated amount of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any such Letter of Credit, including any arising in connection with any insolvency proceeding;Credit after (vi) Any exchangeIf a Borrower so requests in any applicable LC Application, release LC Issuer may, in its sole and absolute 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 LC 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 written 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 LC Issuer, Borrowers shall not be required to make a specific request to LC 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) LC Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the expiration date set forth in clause (d) of the definition of LC Conditions; provided, however, that LC Issuer shall not permit any such extension if (A) LC Issuer has determined that it would not be permitted, or nonwould 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 2.4(a)(iii)) or (B) it has received from Administrative Agent notice (which may be by telephone or in writing), or it has received written notice from Borrowers, in each case, on or before the day that is five (5) Business Days before the Non-perfection Extension Notice Date, informing the LC Issuer that one or more of any Company Collateral or Guarantor Collateral; orthe LC Conditions is not then satisfied, and in each such case directing LC Issuer not to permit such extension. (vii) Any other circumstance Unless otherwise expressly set forth in any LC Document or happening whatsoever, whether or not similar to any of otherwise expressly agreed in writing by the foregoing, including any other circumstance that might otherwise constitute LC Issuer and Borrowers when a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. is issued, (5i) The the rules of the ISP shall apply to each Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits Credits, as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters each commercial Letter of Credit. (6viii) In the event of any inconsistency conflict between the terms and provisions of this Credit Agreement and the terms of any LC Document, the terms of this Agreement shall control, unless otherwise agreed by Borrower Representative, Administrative Agent and provisions LC Issuer. (ix) Without limitation of the foregoing provisions, in the event that any Lender is at such time a Defaulting Lender, the LC Issuer shall have no obligation to issue any Letter of Credit Applicationunless LC Issuer has entered into arrangements satisfactory to LC Issuer (in its discretion) with Borrowers or such Defaulting Lender to eliminate such LC Issuer’s Fronting Exposure with respect to such Defaulting Lender (after giving effect to any Cash Collateral provided by the Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the terms outstanding amount of the LC Obligations in a manner satisfactory to LC Issuer and provisions of this Credit Agreement shall supersede and governAdministrative Agent.

Letter of Credit Facility. (1) On the terms 3.4.1. As may be requested from time to time by Borrower hereunder and subject to the terms and conditions set forth hereinof this Agreement, the Issuing Bank shall Letter of Credit Issuer will issue or cause to be issued by any Person acceptable to Administrative Agent standby letters of credit and commercial (documentary) letters of credit for the account of Borrower from time to time from and after the Effective Date issue its letters to the date notice of credit (individually, a “termination of the Aggregate Revolving Loan Commitment is effective or termination of the Letter of Credit” andCredit Facility is effective, collectivelybut only if the Letter of Credit Exposure will not as a result of such issuance exceed the lesser of (i) Two Million Dollars ($2,000,000) or (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Loan Commitment and the Borrowing Base, and (b) the “sum of (I) the Aggregate Revolving Loan, (II) the Swingline Loan, and (III) the Floorplan Shortfall. If the Letter of Credit Issuer does not itself issue Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Creditthen it shall, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide arrange for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder and for all purposes of this Credit Agreement and the other Loan Documents Documents, be deemed to have issued the Letters of Credit, and shall be entitled to all fees payable to the Lenders Letter of Credit Issuer hereunder, including and reimbursements relating thereto. 3.4.2. Immediately upon the Issuing Bank issuance of a Letter of Credit in its capacity as a accordance with the terms and conditions hereof, Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender, and each such other Lender shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each received from Letter of Credit on Issuer, a pro rata undivided interest and after the Effective Dateparticipation in such Letter of Credit, the Lendersreimbursement obligation of Borrower with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”Issuer’s) pro-rata undivided interest shall be payable in full by the Company on same as its pro-rata share of the date of such L/C DrawingAggregate Revolving Loan Commitment. 3.4.3. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment Subject to the Issuing Bank through terms and conditions below, the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the expiration date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit will not be later than the earlier of (or any Person for whom any such beneficiary or any such transferee may be acting); (ivi) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any first anniversary of the foregoingdate of issuance, including any other circumstance and (ii) a Business Day that might otherwise constitute a defense available to, or a discharge is not later than the date which is 10 days prior to the earliest to occur of the Company. Nothing contained herein shall constitute a waiver date of any rights termination of the Company against Aggregate Revolving Loan Commitment or the Issuing Bank arising out date of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions termination of the Letter of Credit ApplicationFacility (if any such notice of termination has been previously given); provided, however, that the expiration date for a Letter of Credit may be later than such date if Letter of Credit Issuer and Administrative Agent (if Administrative Agent and the Letter of Credit Issuer are not the same Person) consent to such issuance and Borrower provides to the Administrative Agent at any time at Administrative Agent’s request cash collateral satisfactory to Letter of Credit Issuer and Administrative Agent (if Administrative Agent and the Letter of Credit Issuer are not the same Person) as security for Borrower’s obligation to reimburse the Letter of Credit Issuer, the terms Administrative Agent and provisions the Lenders for 105% of this all draws and expenses thereunder (“Cash Collateral”). The Cash Collateral is a part of the Collateral and Borrower hereby unconditionally grants a Security Interest to Administrative Agent in the Cash Collateral. Borrower also agrees that if a Letter of Credit Agreement has been issued and the Aggregate Revolving Loan Commitment is subsequently terminated or the Letter of Credit Facility is subsequently terminated so that the expiry of such Letter of Credit(s) is beyond the effective date of the termination of the Aggregate Revolving Loan Commitment or beyond the effective date of termination of the Letter of Credit Facility, whichever is earliest, then at Agent’s request, Borrower shall, on or before five Business Days prior to the effective date of such termination, whichever is earlier, provide Administrative Agent with Cash Collateral. At any time, Administrative Agent and the Lenders shall supersede be entitled to make one or more Revolving Loans and/or institute reserves to provide Cash Collateral if Borrower does not timely provide Cash Collateral and governall such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Administrative Agent shall hold Cash Collateral for the benefit of the Letter of Credit Issuer, the Lenders and Administrative Agent as security for the Letters of Credit and the other Loan Obligations in an account in its respective name at the Letter of Credit Issuer or such other financial institution as Administrative Agent may select in its reasonable discretion.

Letter of Credit Facility. (1a) On Bank hereby agrees to grant to Borrower a letter of credit facility (the terms and subject to the conditions set forth herein"Letter of Credit Facility") under which Borrower may, the Issuing Bank shall from time to time from and after the Effective Date issue its time, obtain standby letters of credit and commercial letters of credit from Bank (individually, the "Letters of Credit" and individually a “"Letter of Credit” and, collectively, the “Letters of Credit”") for the account of the Company in an aggregate amount not to exceed $4,500,000 outstanding at any one time outstanding not to exceed (the L/C "Letter of Credit LimitFacility"). Each Letter The Letters of Credit shall be requested by in favor of such beneficiaries (collectively the Company by delivery to the Issuing "Beneficiaries" and each a "Beneficiary") and for such purposes as an authorized representative of Borrower specifies, shall have such expiration dates as Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require Borrower agree (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter provided that no Letters of Credit shall have a stated expiration date term beyond ____________________________, 1997), and shall otherwise be in such form and substance as Bank and Borrower agree. (b) All advances to the holder of the Letter of Credit will be funded by advances under a Letter of Credit Note from Borrower to Bank in the form attached hereto as Exhibit 2.3 (the "Letter of Credit Note"). In the event that Bank pays any amount under or provide on account of the Letter of Credit issued by it (the payment by Bank under or on account of the Letter of Credit being herein called a "Draw"), a Loan by Bank shall be made to Borrower in a total amount equal to the amount of such Draw to reimburse Bank for such Draw which shall be evidenced by the Letter of Credit Note. Borrower hereby irrevocably requests that such Revolving Loans be made and irrevocably authorizes Bank to apply the proceeds of such Revolving Loans to immediately reimburse Bank for the extension amount of such stated expiration the Draw. (c) Prior to the date or the of issuance of any replacement therefor) later than Letter of Credit, Borrower agrees to execute a Letter of Credit Application for each Letter of Credit (the regularly scheduled Revolving Facility Maturity Date"Applications"). The obligations of Borrower with respect to the Letter of Credit shall include the terms of the application for such Letter of Credit and any other documentation executed between Bank and Borrower with respect to such Letter of Credit. (2d) Effective as Borrower agrees to pay to Bank, a non-refundable fee of one percent (1%) per annum of the Effective Date, all “Letters amount of each new standby Letter of Credit or each extension of the expiration date of a standby Letter of Credit” outstanding under the Existing . Borrower agrees to pay Bank, a non-refundable fee for each new commercial Letter of Credit Agreement shall automatically be deemed or each extension of a commercial Letter of Credit based upon Bank's Letter of Credit Fee Schedule to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, delivered to Borrower from time to time. The fee shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon payable on or before the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage SharesCredit. (3e) Any drawing The obligations of Borrower to Bank under any this Agreement with respect to each Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable unconditional and unconditional under any irrevocable, and all circumstances whatsoever shall be paid and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient performed strictly in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply accordance with the terms of such Letter of Creditthis Agreement, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening all circumstances whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5f) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions proceeds of the Letter of Credit Application, Credit(s) will be used to support the terms purchase and provisions sale of this Credit Agreement shall supersede inventory and governequipment associated with Borrower' foreign customers and suppliers.

Letter of Credit Facility. (1) On the terms basis of the representations, warranties and covenants this day made by Borrower in the Loan Documents and subject to satisfaction of the conditions herein set forth hereinforth, Lender shall issue the Issuing Bank shall from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account Credit in favor of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery Public Authorities pursuant to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied facility schedule approved by all other documents, instruments and agreements as the Issuing Bank may reasonably require Lender (the “L/C DocumentsSchedule”). ) and on the following terms and conditions: (a) The Issuing Bank shall issue the requested Letter of CreditLender agrees, subject to the terms and conditions of this Credit Loan Agreement, upon approval to issue the Letters of Credit for the account of the form thereofBorrower from time to time, includingpursuant to the Schedule. The total aggregate amount of the Letters of Credit that the Lender will issue shall not exceed Two Million Dollars ($2,000,000). The obligation of the Lender to issue any Letters of Credit under this Letter of Credit Facility shall expire on that date that is twenty-four (24) months from the date of this Loan Agreement, without limitation, the form unless extended in writing by Lender in its sole discretion. The initial term of drafts and statements to accompany any drawing thereunder. No a Letter of Credit shall have a stated expiration not exceed twenty-four (24) months and will be renewable automatically (but only if no Event of Default has occurred and remains uncured as of the date of the renewal) for additional twelve (or provide for 12) month periods to the extent that the Public Authorities require the extension of such stated expiration date the applicable Letter of Credit. In no event shall the Lender be obligated to issue or extend a Letter of Credit that would expire after December 30, 2016. Each Letter of Credit will be issued for the issuance benefit of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity DatePublic Authority to secure the Borrower’s obligations to construct the Improvements required by the Public Authorities in connection with their approval of the Project. (2b) Effective as Each request for a Letter of the Effective Date, all “Letters Credit must be made in writing by an authorized representative of Credit” outstanding under the Existing Borrower and must be accompanied by an appropriately completed Letter of Credit Agreement shall automatically in form acceptable to Lender in its sole discretion, executed by the Borrower, which must be deemed received by the Lender not less than five (5) business days prior to the date on which the Letter of Credit is to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement issued. The purpose, form, amount and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance term of each Letter of Credit on and after shall be subject to the Effective DateLender’s approval, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Sharessole discretion. (3c) Any drawing under any The Borrower agrees to pay to the Lender a non-refundable commission payable in advance on the date the Letter of Credit is issued or renewed and on each anniversary date of the Letter of Credit after such issuance or renewal equal to one and one-half percent (each, a “L/C Drawing”1.5%) of the face amount of the Letter of Credit on each date. The Borrower shall be payable in full immediately reimburse the Lender on demand for any drawings paid by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as Lender under a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) . The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Borrower’s reimbursement obligations with respect to draws on a Letter of Credit shall bear interest at a rate equal to the non-default rate of interest then being charged Borrower under the Note plus three percent (or any Person 3%) (computed for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under the actual number of days during which any Letter of Credit is forgeddrawn upon and the Lender remains unreimbursed), fraudulentwhich interest shall be payable on demand. The Borrower’s reimbursement obligations shall, invalid or insufficient in any respectuntil paid, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuationbe treated as outstanding advances under the Loan, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment and shall be secured by the Issuing Bank under any Letter Deed of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunderTrust. (5d) The Uniform Customs and Practice Each request for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any a Letter of Credit shall (unless otherwise expressly provided in identify the portion of the Project to which the Letter of Credit) apply Credit is attributable, be in the form of a requisition, in form and substance satisfactory to and approved by Lender, and shall be accompanied by, and shall itself constitute, a certification by Borrower that all representations and warranties of Borrower and Guarantors in the Letters Loan Documents remain true in all material respects as of the time of such request, and that no material adverse change in Borrower’s or any of the Guarantor’s respective financial conditions has occurred since the immediately preceding issuance of a Letter of Credit. (6e) In the no event of will Lender be required to issue any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Applicationhereunder, or otherwise, if (i) an event shall have occurred which, with the terms passage of time or the giving of notice, or both, could constitute an Event of Default under (A) the Loan Documents; or (B) any financing junior (or subordinate) to the Deed of Trust and provisions the Note secured thereby; or (C) any loan document evidencing or securing any other loan from Lender to Borrower or to any of this Credit Agreement shall supersede the Guarantors, or (ii) Lender at any time determines, in its sole discretion, that the proceeds of the Loans remaining to be advanced are insufficient to complete the Project in accordance with the plans and governspecifications.

Letter of Credit Facility. (1) On the terms and subject The Lender hereby establishes in addition to the conditions set forth herein, Revolving Line of Credit a letter of credit facility for the Issuing Bank shall issuance of letters of credit for the Company’s account. The Company may obtain letters of credit from time to time from and after for such purposes as the Effective Date issue its Company may require in the ordinary course of business. The aggregate Outstanding Letter of Credit Amount shall not at any time exceed $500,000 without the prior written consent of the Lender. For purposes of this Loan Agreement, the “Outstanding Letter of Credit Amount” shall include (a) amounts available for draws under outstanding letters of credit (individuallywhether or not such draws are subject to satisfaction of prior conditions); and (b) the amount of any draws under letters of credit for which the Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior to the issuance of the letter of credit. The Company shall, a with such request, complete an application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an “Letter of Credit” and, collectively, the “Letters of CreditLC Reimbursement Agreement”) for concerning the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit as the Lender may require. No letter of credit shall be requested by issued which could be drawn on (i) more than one year after the Company by delivery to issuance thereof or (ii) on or after June 30, 2007. In the Issuing Bank event of a duly executed Letter draw on the letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit Application, with a copy (without further notice to or consent of the Administrative Agent, accompanied by all other documents, instruments and agreements as Company) to reimburse the Issuing Bank may reasonably require (Lender for such draw. If the “L/C Documents”). The Issuing Bank shall issue Lender elects not to obtain an Advance under the requested Letter Revolving Line of Credit or if credit in the amount of the draw is not available under the Revolving Line of Credit, subject to the terms and conditions of this Credit Agreement, Company shall immediately upon approval demand reimburse the Lender for the amount of the form thereof, including, without limitation, the form of drafts draw together with interest thereon and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective other amounts as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically may be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing due under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawingapplicable LC Reimbursement Agreement. The Lenders, including Lender shall not in any event be required to issue a letter of credit during the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence continuance of an Event of Default) agree . The Company shall pay the Lender such issuance, amendment, draw and other fees with respect to purchase letters of credit as the Lender may from time to time establish Any and take all amounts due from the Issuing Bank their respective Percentage Shares by payment Company to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional Lender under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit LC Reimbursement Agreement or any shall constitute part of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued Obligations hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1a) On Subject to the terms and subject provisions of this Agreement, including without limitation, that no Event of Default or Potential Default has occurred and all other conditions precedent to lending under Section 5 hereof have been satisfied, Lender may, at Borrower's request and for the conditions set forth hereinaccount of Borrower, issue Letters of Credit; provided, that the Issuing Bank aggregate undrawn face amount of the Letters of Credit shall not (b) Borrower agrees to pay to (i) Lender upon the opening of a Letter of Credit and thereafter on demand, Lender's standard administrative and operating fees and charges in effect from time to time from for issuing, administering and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “paying draws under any Letters of Credit”, plus (ii) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Applicationfee, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, payable upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after annually thereafter equal to two percent (2.00%) per annum of the Effective Date, the Lenders, including the Issuing Bank in its capacity as a aggregate face amount available to be drawn under such Letter of Credit. Borrower shall execute Lender, shall automatically be deemed to have purchased an undivided participation interest therein 's customary form of application and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Sharesrelated documents for each Letter of Credit requested by it. (3c) Any drawing Borrower agrees to reimburse Lender, within one (1) Business Day after demand, for each payment made by Lender under or pursuant to any Letter of Credit issued by Lender on behalf of Borrower. Borrower further agrees to pay to Lender, on demand, interest at the Default Rate on any amount paid by Lender under or pursuant to any such Letter of Credit from the due date of payment until the date of reimbursement to Lender. Lender shall, upon the request of Borrower when no Event of Default or Potential Default exists (to the extent the Revolving Credit Facility shall then be in effect and there is additional availability for Revolving Loans thereunder, but without regard to the other conditions precedent set forth in Section 5), provide for the payment of any reimbursement obligations due to Lender and any interest accrued thereon under the Letter of Credit Facility by advancing the amount thereof to Borrower as a Revolving Loan. (d) Borrower's obligation to reimburse Lender for payments and disbursements made by Lender under any Letter of Credit (each, a “L/C Drawing”) requested by Borrower and issued by Lender shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable absolute and unconditional under any and all circumstances whatsoever and irrespective of any set-offsetoff, counterclaim or defense to payment which the Company Borrower may have or have had, had against the Issuing Bank, any Lender or any other PersonLender, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any on the failure of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any demand for payment under such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with to conform to the terms of such Letter of Credit, the legality, validity, regularity or enforceability of such Letter of Credit, or the identity of the transferee of such Letter of Credit or the sufficiency of any transfer if such Letter of Credit is transferable; provided, however that Borrower shall not be obligated to reimburse Lender for any wrongful payment or disbursement made by the Issuing Bank under any Letter of Credit as a result of acts or omissions constituting gross (e) Notwithstanding anything to the contrary herein, upon the occurrence of an Event of Default or upon termination of the Letter of Credit Facility or termination of this Agreement whether by expiration of the existence of such facility or the term or otherwise, an amount equal to the aggregate amount of the outstanding Obligations of Borrower under or in connection with Letters of Credit shall, at Lender's option and without demand upon or further notice to Borrower, be deemed (as between Lender and Borrower) to have been paid or disbursed by Lender under the Letters of Credit issued by Lender (notwithstanding that such amounts may not in fact have been so paid or disbursed), and a Revolving Loan to Borrower in the amount of such Obligations to have been made and accepted, which Revolving Loan shall be immediately due and payable. In lieu of the foregoing, at the election of Lender at any Person purporting time after an Event of Default, or upon expiration or termination of the Letter of Credit Facility or this Agreement, whether by expiration of the term or otherwise, Borrower shall, upon Lender's demand, deliver to Lender cash or wire transfer of immediately available funds, in an amount equal to the aggregate outstanding face amount of all Letters of Credit. Any such cash and/or any amounts received by Lender in payment of the Revolving Loan made pursuant to this paragraph shall be delivered to and held by Lender in a trustee separate account appropriately designated as a cash collateral account in bankruptcyrelation to this Agreement and the Letters of Credit and shall be retained by Lender as collateral security in respect of, debtor-in-possessionfirst, assignee for Borrower's Obligations under or in connection with the benefit Letters of creditorsCredit and then, liquidator, receiver all other Obligations. Such amounts shall not be used by Lender to pay any amounts drawn or other representative of paid under or successor pursuant to any beneficiary or any transferee of any Letter of Credit, including but may be applied to reimburse Lender for drawings or payments under or pursuant to Letters of Credit which Lender has paid, or if no such reimbursement is required, to payment of such other Obligations as Lender shall determine. Any amounts remaining in any arising cash collateral account established pursuant to this paragraph following payment in connection with any insolvency proceeding;full of all Obligations shall be returned to Borrower. (vif) Any exchange, release In determining whether to make any payment under or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar pursuant to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs Credit, Lender shall have no obligation to Borrower or any other Person other than to confirm that any documents required to be delivered have been delivered and Practice for Documentary Credits as most recently published by that such documents comply on their face with the International Chamber requirements of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the such Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.. No other

Letter of Credit Facility. (1) On The Borrower may request, by the terms and subject to submission of an Application Form, that the conditions set forth herein, the Issuing Bank shall from time to time from and after the Effective Date Issuer issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Standby Letters of Credit”) , for its own account or for the account of any designee of the Company Borrower acceptable to the Issuer (the Borrower or such designee, as applicable, the “Applicant”; provided that, for the avoidance of doubt, the Borrower shall remain primarily liable to the Issuer hereunder for payment and reimbursement of all Obligations payable in an aggregate amount at respect of any one time outstanding not to exceed the L/C Credit Limit. Each Standby Letter of Credit issued hereunder) during the period commencing on the date hereof and expiring on the earlier to occur of (x) May [__], 2019, (y) the termination or satisfaction of the commitments or obligations under the Revolving Credit Agreement and (z) in the event the Issuer delivers to the Borrower a written notice of termination of the Issuer’s obligations hereunder, the termination date specified in such written notice; provided that, unless an Event of Default shall have occurred and be continuing, such termination date shall be requested by not less than sixty (60) days after the Company by delivery of such written notice. The Issuer agrees to issue Standby Letters of Credit prior to the Issuing Bank date of a duly executed Letter termination of Credit Application, the Issuer’s obligations hereunder in accordance with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions hereof, including the satisfaction of this Credit Agreement, upon approval each of the form thereof, including, without limitation, the form conditions set forth in Section 3 with respect to each requested issuance of drafts and statements to accompany any drawing thereundera Standby Letter of Credit. No Standby Letter of Credit may have an expiration date (including expiration under any automatic renewal of any Standby Letter of Credit unless such automatic renewal is subject to cancellation by the Issuer upon not more than 60 days’ (or such longer period as Issuer may agree in its sole discretion) notice to the Beneficiary of such Standby Letter of Credit) that is on or after May [__], 2019. The aggregate face amount of Standby Letters of Credit issued hereunder (whether or not drawn) shall not exceed $5,000,000 at any time outstanding (the “Maximum Facility Amount”). Each Standby Letter of Credit shall have a stated expiration date (or provide for be governed by the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes terms of this Credit Agreement and the other Loan Facility Documents and the Lenders hereunder, including the Issuing Bank shall only be issued and payable in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage SharesDollars. Upon the issuance of each Each Standby Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank will be issued in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment form reasonably acceptable to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business DayIssuer. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1) On So long as no Default hereunder has occurred, the terms and subject Bank shall make available to the conditions set forth hereinBorrower and its Subsidiaries a credit facility within the Commitment (the "Letter of Credit Facility") whereby the Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, the Issuing Bank shall from time to time from and after the Effective Date issue its of letters of credit (individually, a “"Letter of Credit” and, collectively, the “Letters of Credit”") for the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than the Company in an aggregate amount at any one time outstanding not Termination Date, unless the Bank chooses to exceed issue a Letter of Credit to expire after the L/C Credit LimitTermination Date. Each Letter The individual Letters of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata issued in accordance with their respective Percentage Shares. Upon the issuance Bank's customary practices at the time of each Letter of Credit on and after the Effective Dateissuance, the Lendersutilizing documentation prevailing at such times and, including the Issuing Bank in its capacity as a Lenderif drawn upon, shall automatically amounts paid thereon will be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group repaid upon demand by the Issuing Bank made through the Administrative Agent Borrower (which demand may be telephonic) on the date of such L/C Drawingand, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date orapplicable, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person its Subsidiary for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of whose account the Letter of Credit Applicationwas issued) in full reimbursement to the Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the terms amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and provisions not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of this Credit Agreement Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall supersede and governapply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Credit.

Letter of Credit Facility. (1a) On the terms and subject to the ------------------------- conditions set forth hereincontained in this Agreement, the Issuing Bank shall from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “one or more Letters of Credit”) Credit at the request of the Borrower for the account of the Company in an aggregate amount at any one Borrower from time outstanding not to exceed time during the L/C Credit Limitperiod commencing on the Effective Date and ending 30 days prior to the Termination Date. Each The Letter of Credit Obligations shall be requested evidenced by the Company by delivery to Note. (b) In no event shall: (i) the Issuing Bank amount of a duly executed any requested Letter of Credit Application, exceed the Availability with a copy respect to the Administrative AgentBorrower; and (ii) the expiration date of any Letter of Credit be more than 90 days after the date of issuance thereof, accompanied (unless otherwise agreed to by all other documentsthe Lender) nor shall the expiration date of any Letter of Credit fall after 30 Business Days preceding the Termination Date. (c) In connection with the issuance of each Letter of Credit, instruments the Borrower shall give the Bank at least one Business Day's prior written notice (a "Letter of Credit Request"), in substantially the form of Exhibit D, of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and agreements as shall specify the Issuing Bank may reasonably require stated amount of the Letter of Credit requested, the date of issuance of such requested Letter of Credit (which day shall be a Business Day), the “L/C Documents”date on which such Letter of Credit is to expire (which date shall be a Business Day). The Issuing Bank shall issue , the Person for whose benefit the requested Letter of CreditCredit is to be issued and such other documents and information as may be required by the Bank from time to time. Such notice, subject to be effective, must be received by the Bank not later than 12:00 noon (New York City time) on the last Business Day on which notice can be given under the immediately preceding sentence. (d) Subject to the terms and conditions of this Credit Agreement, upon approval of Section 2.13 and provided that the form thereof, including, without limitationapplicable conditions set forth in Article III are satisfied, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have Bank shall, on the requested date, issue a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after behalf of the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata Borrower in accordance with their respective Percentage Sharesthe Bank's usual and customary business practices. (3e) Any drawing The Borrower shall pay to the Bank the amount of all Reimbursement Obligations owing to the Bank under any Letter of Credit (eachimmediately when due, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoffset-off, defense or other right which the Company or any other Person Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement the Bank or any other document presented Person. The Borrower shall reimburse the Bank upon demand for all amounts which the Bank pays under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit. (f) Any action, inaction or omission on the part of the Bank or any payment made by the Issuing Bank of its correspondents or agents, under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunderor renewal or extension thereof or the related instruments, documents or property, shall be binding upon the Borrower and shall not place the Bank or any of its correspondents under any liability to the Borrower, in the absence of gross negligence or willful misconduct by the Bank. The rights, powers, privileges and immunities of the Bank and its correspondents specified in or arising under this Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute, rule of law or contract. (5g) The Uniform Customs and Practice for Documentary Credits as most recently published Borrower shall pay the following amounts with respect to Letters of Credit issued by the International Chamber Bank for the account of Commerce at the Borrower: (i) with respect to each Letter of Credit, an administrative fee equal to 0.25% per quarter or part thereof of the maximum amount available from time to time to be drawn under such Letter of Credit, subject to a minimum of $750 per Letter of Credit, payable upon the issuance of any such Letter of Credit shall and calculated on the basis of a 360-day year and the actual number of days elapsed; and (unless otherwise expressly provided in the Letter of Creditii) apply with respect to the Letters issuance, amendment, renewal, extension, increase or transfer of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the each Letter of Credit Applicationand each drawing made thereunder, documentary, communication and processing charges in accordance with the terms and provisions Bank's then current standard practices for such charges in effect at time of this Credit Agreement shall supersede and governissuance, amendment, renewal, extension, increase or transfer, as the case may be.

Letter of Credit Facility. (1) On the terms Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the conditions set forth hereinprovisions of Article IV, the Issuing Bank shall from time to time from and after the Effective Date Administrative Agent shall, or any other Lender in its sole discretion may, issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Facility Letter of Credit will be issued for the Company in account of Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate amount at any one time outstanding not to exceed Dollar Amount of the L/C Credit Limit. Each Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Facility Letter of Credit shall be requested by issued which has an expiration date more than one year after the Company by delivery to the Issuing Bank date of a duly executed issuance of such Facility Letter of Credit Applicationor an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, with a copy further, that although such letters of credit were issued prior to the Administrative Agentdate of this Agreement, accompanied by effective on the Closing Date all other documentsExisting Letters of Credit shall be treated as Facility Letters of Credit hereunder. Each Facility Letter of Credit may, instruments and agreements as upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Bank may reasonably require (Lender notifies the “L/C Documents”)beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of Credit will not be renewed. The Issuing Bank shall issue the requested Prior to issuing any Facility Letter of Credit, subject to the terms applicable Issuing Lender shall request and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, Administrative Agent shall provide confirmation that the form of drafts and statements to accompany any drawing thereunder. No request for such Facility Letter of Credit complies with the provisions of this Section 2.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Facility Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall have a stated expiration date (or provide for issue such Facility Letter of Credit as requested. The applicable Issuing Lender shall give the extension Administrative Agent and each Lender prompt notice of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving such Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on and after the Effective Datefirst Business Day of each month a written report, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed with respect to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any each outstanding Facility Letter of Credit (each, a “L/C Drawing”) shall be payable in full issued by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of summarizing whether such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Facility Letter of Credit is forged, fraudulent, invalid a standby or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such commercial Facility Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a trustee in bankruptcy, debtor-in-possession, assignee for the benefit copy of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any each Facility Letter of Credit issued hereunderby such Issuing Bank during the previous month. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1) On the terms and subject to the conditions set forth hereinUpon Borrower's request therefor, the Issuing Bank shall Lender shall, from time to time from so long as no Event of Default has occurred and after the Effective Date is continuing as of such date of request, issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “standby Letters of Credit”) Credit and/or commercial Letters of Credit for the account of the Company Borrower in an amount of up to $3,000,000.00, provided the aggregate amount at any one time outstanding amounts available to be drawn under such standby and commercial Letters of Credit (or actually drawn but not to yet reimbursed by Borrower), together with the sum of all advances on account of the Revolving Credit Loan then outstanding, shall not exceed the L/C Credit Limitsum of $3,000,000.00. Each such Letter of Credit issued by Lender for the account of Borrower and unreimbursed drafts drawn thereunder shall be requested by reduce the Company by delivery amount available to Borrower on account of the Revolving Credit Loan in an amount equal to the Issuing Bank stated amount of a duly executed such Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements so long as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested such Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunderis outstanding or such draw unpaid. No Letter of Credit shall have a stated be issued by Lender for the account of Borrower which has an expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than one (1) year after the regularly scheduled Revolving Facility Maturity Date. (2) Effective as termination date of the Effective Date, all “Letters of Credit” outstanding under the Existing Revolving Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank described in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage SharesParagraph 3(B)(5) above. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing payment by Lender under any Letter of Credit (eachCredit, a “L/C Drawing”) any amount so paid shall be immediately due and payable by Borrower and Lender shall have the right to effect payment thereof, together with the payment of any standard commissions, fees, expenses and charges, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until such charge to Borrower's operating account is made by Lender, the unreimbursed amount of any drawn Letter of Credit shall be considered an advance on account of the Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the LIBOR Rate until paid in full by Borrower. Lender shall charge Borrower its then-prevailing standard commissions and fees for the Company on the date issuance of such L/C DrawingLetters of Credit. The LendersIn the event that Borrower desires either a standby or a commercial Letter of Credit (subject to the dollar amount limitations set forth above), including the Issuing Bank documentation thereof shall consist of Lender's standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any commission or fee on account of such Letters of Credit shall be included in its capacity as a Lender, hereby absolutely the Obligations; and unconditionally (including, without limitation, following ii) the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein Default hereunder shall constitute a waiver of any rights of default under the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter documentation relating to such Letters of Credit issued hereunderand shall entitle Lender to exercise its rights thereunder with respect to such default. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit". (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1i) On the terms and subject As part of its agreement to the conditions set forth hereinextend Revolving Credit Advances, the Issuing Bank shall from time Lenders have agreed that STB will issue to time from and after the Effective Date issue third-party beneficiaries on behalf of Borrower and/or its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Subsidiaries standby Letters of Credit in the maximum aggregate face amounts of up to $5,000,000 outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under at any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawingtime. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in reduce Borrower's ability to receive Revolving Credit Advances by an amount equal to the face amount of such outstanding Letter of Credit) apply to . Additionally, any payment by STB under a Letter of Credit shall, as long as the Letters of Credit. (6) In Revolving Credit Loan Commitments are still in effect and have not been prepaid in whole and terminated, be treated as an Advance under the event of any inconsistency between the terms and provisions of this Revolving Credit Agreement Loan Commitments, and the terms and provisions of repayment shall be as set forth in the Revolving Credit Note. Subject to and upon the terms and conditions herein set forth, until the Revolving Credit Termination Date, Borrower may request from time to time that STB issue standby Letters of Credit for the account of Borrower or any Subsidiary of Borrower. Borrower shall deliver to STB any information regarding the requested Letter of Credit as STB may reasonably request, and shall, and shall cause its applicable Subsidiary to, execute an Application and Agreement for Standby Letter of Credit in the customary form approved by STB (for all purposes of this Agreement, to the extent any such application and agreement contains any terms inconsistent with this Agreement, the provisions of this Agreement shall govern). STB shall issue and deliver to the Borrower or such Subsidiary, as the case may be, or the beneficiary, each Letter of Credit so requested within three Business Days of submission of such completed application, and such other requested information, in each case. The language of the Letter of Credit, including the requirements for a draw thereunder shall be subject to the reasonable approval of STB. Borrower shall be jointly and severally liable with the Subsidiary for whose account the Letter of Credit Application, is issued for payment of all amounts owing in connection with the terms and provisions Letter of this Credit Agreement shall supersede and governCredit.

Letter of Credit Facility. (1a) On The Letter of Credit Commitment. (i) Subject to the terms and subject to the conditions set forth herein, (A) the Issuing Bank shall L/C Issuer agrees, in reliance upon the agreements of the L/C Lenders set forth in this Section 2.01, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.01(b), and (2) to honor drawings under the Letters of Credit; and (B) the L/C Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) no L/C Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall exceed such Lender’s Letter of Credit Commitment and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Facility. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date issue shall be subject to and governed by the terms and conditions hereof. Each L/C Lender severally agrees to make L/C Advances from time to time during the Availability Period up to an outstanding principal amount equal to its letters of credit (individually, a “Letter of Credit” andCredit Commitment; provided that after giving effect to such L/C Advances, collectivelyno L/C Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall exceed such Lender’s Letter of Credit Commitment. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.01(b)(iii), the “Letters expiry date of Credit”such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required L/C Lenders have approved such expiry date; or (B) for the account expiry date of such requested Letter of Credit would occur after the Company in an aggregate amount at any one time outstanding not to exceed Letter of Credit Expiration Date, unless all the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall Lenders have a stated expiration date (or provide for the extension of approved such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Dateexpiry date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of L/C Issuer shall not be under any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of obligation to issue any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting);if: (ivA) Any allegation that any demandorder, statement judgment or decree of any other document presented under any Letter of Credit is forged, fraudulent, invalid Governmental Authority or insufficient in any respect, arbitrator shall by its terms purport to enjoin or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in restrain the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of Issuer from issuing such Letter of Credit, or any payment made Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Issuing Bank under Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.19(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit is to be used as support for any rent or lease payment of any Person. (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any issue such Letter of Credit, including any arising Credit in connection with any insolvency proceeding;its amended form under the terms hereof. (viv) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar The L/C Issuer shall be under no obligation to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with amend any Letter of Credit issued hereunder. if (5A) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce L/C Issuer would have no obligation at the such time of issuance of any to issue such Letter of Credit shall in its amended form under the terms hereof, or (unless otherwise expressly provided in B) the beneficiary of such Letter of Credit) apply Credit does not accept the proposed amendment to the Letters such Letter of Credit. (6vi) In The L/C Issuer shall act on behalf of the event L/C Lenders with respect to any Letters of any inconsistency between the terms and provisions of this Credit Agreement issued by it and the terms documents associated therewith, and provisions the L/C Issuer shall have all of the Letter benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit Applicationissued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the terms and provisions of this Credit Agreement shall supersede and governL/C Issuer.

Letter of Credit Facility. (1a) On A Revolving Credit Advance under the terms Working Capital Facility may be made in the form of a standby or documentary letter of credit having an expiration date not more than 364 days after issuance and subject in any event prior to the conditions set forth herein, the Issuing Bank shall from time to time from and after the Effective Termination Date issue its letters of credit (individually, each a “"Letter of Credit” and, collectively"); provided that, the “aggregate stated amounts of all outstanding Letters of Credit”Credit and all outstanding reimbursement Obligations with respect to Letters of Credit shall at no time exceed $2,000,000 and Borrower shall immediately pay to the Agent in cash the amount of any such excess. Borrower may request the issuance of a Letter of Credit by submission to the Agent of a Credit Request at least three (3) for Business Days prior to issuance and any application or other document required by the account Master Letter of Credit Agreement, which shall govern all matters relative to the Company Letters of Credit and shall be in an aggregate amount at any one time outstanding not to exceed the L/C form attached hereto as Exhibit 3.01 (the "Master Letter of Credit LimitAgreement"). Each Letter of Credit shall be requested by for the Company by delivery to purpose of issuance, in the Issuing Bank ordinary course of business of Borrower. (b) In the event of a duly executed Letter of Credit Application, with draw on a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, Borrower shall automatically be deemed to have purchased requested, as of the immediately preceding Business Day, a Revolving Credit Advance in cash and in an undivided interest therein amount equal to such draw, but if such an advance is not otherwise available under the terms of this Agreement, Borrower shall immediately pay to the Agent an amount equal to the amount of the draw. Each Bank hereby automatically and all rights and obligations relating thereto pro rata irrevocably purchases a participation, in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Dateits Ratable Share, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) . In the event of any inconsistency between draw under a Letter of Credit which is not immediately reimbursed to the terms and provisions Agent by the Borrower, by the making of this a cash Revolving Credit Advance or otherwise, or if any reimbursement received by the Agent from the Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of Borrower or otherwise, each Bank shall immediately pay to the Agent, in immediately available funds, such Bank's Ratable Share of such draw. (c) For all purposes the Master Letter of Credit Agreement and the terms all documents relating thereto shall be deemed Loan Documents, all obligations thereunder and provisions under this Section shall be deemed part of the Obligations, the issuance of a Letter of Credit Applicationshall be deemed a Revolving Credit Advance, and the terms term "Revolving Credit Balance" shall include all outstanding Obligations relating to the Letters of Credit and provisions the aggregate stated amount of outstanding Letters of Credit (except for purposes of calculating interest under Article IV), and any repayment obligation under this Credit Agreement shall supersede and governinclude payment to the Agent of cash Collateral for all outstanding Letters of Credit.

Letter of Credit Facility. (1) On Subject to and upon the terms and subject to the conditions herein set forth hereinforth, the Issuing Bank Borrower may request and FNB-O on behalf of the Revolving Lenders shall issue from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at Borrower or one or more of its Subsidiaries letters of credit (the "Letters of Credit"); provided, however, FNB-O shall have no obligation to issue any one time outstanding not to exceed the L/C Credit Limit. Each such Letter of Credit shall be requested by unless at such time the Company by delivery to Borrower meets all the Issuing Bank of a duly executed conditions for an Advance under the Base Revolving Credit Facility and, after such issuance, the aggregate Letter of Credit ApplicationAmount outstanding will not exceed $5,000,000 and the Principal Loan Amount will not exceed the then available Base Revolving Credit Facility, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”)more specifically set forth in this Agreement. The Issuing Bank Revolving Lenders shall issue be obligated to fund pro rata according to their respective pro rata percentages shown in Section 2.1 of this Agreement any draws on such Letters of Credit and shall be entitled to share pro rata in the requested Letter of Credit Fees and reimbursement amounts received in connection with such Letters of Credit. The Letter of Credit Amount outstanding at any time shall operate to reduce amounts available to be drawn under the Base Revolving Credit Facility by such sum, subject and shall be deemed to be outstanding for purposes of calculating the terms and conditions commitment fee under Section 2.2 (a) of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration maturity date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) occurring later than the regularly scheduled Termination Date of this Agreement; provided, however, FNB-O, upon five days prior written notice to the other Revolving Facility Maturity Date. (2) Effective as of the Effective DateLenders, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be may issue one or more Letters of Credit outstanding hereunder for all purposes in an aggregate amount not to exceed $1,000,000.00 in Letters of Credit under this Agreement with a maturity occurring after the Termination Date of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as (a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same"Non-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Conforming Letter of Credit; (iii) The existence of "), but no other Revolving Lender shall be obligated to fund any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter draws on such Non-Conforming Letters of Credit (or any Person for whom any such beneficiary or any such transferee may and shall not be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit entitled to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereunder. (5) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided share pro rata in the Letter of Credit Fees and reimbursement amounts received in connection therewith unless such Revolving Lender elects in writing to participate in such Non-Conforming Letters of Credit after receipt of notice from FNB-O. Except as provided in the preceding sentence, any such Non-Conforming Letters of Credit shall in all other respects be deemed a "Letter of Credit" under this Agreement. Any reference in this Agreement (including without limitation Articles VII and VIII) apply to a "loan" or "loans" made under this Agreement shall include the Letters of Credit, and, for purposes of Article VII, amounts outstanding under the Notes shall be deemed to include amounts available to be drawn and unreimbursed drawings under issued and outstanding Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Agreement shall supersede and govern.

Letter of Credit Facility. (1a) On the terms and subject to the conditions set forth hereinClosing Date, the Issuing Bank shall from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of CreditLender shall, subject to the terms and conditions hereinafter set forth, issue the Letter of this Credit. The Letter of Credit Agreement, upon approval is being issued to guarantee a payment obligation of Borrower owing to the beneficiary of the form thereofLetter of Credit. (b) On the Closing Date, includingBorrower shall deliver to Lender the Letter of Credit Application completed and duly executed on behalf of Borrower. Unless otherwise agreed to by Lender in writing, without limitationLender shall have no obligation to renew, reinstate all or a portion of the form amount of drafts and statements to accompany any drawing thereunder. No the Letter of Credit, extend the expiration date of the Letter of Credit or otherwise alter the initial terms of the Letter of Credit. (c) The Letter of Credit shall have a stated expiration date (or provide for be subject to the extension Uniform Customs and, to the extent not inconsistent therewith, the laws of such stated expiration date or the issuance State of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity DateNew York. (2d) Effective as Borrower shall be obligated to reimburse Lender for each payment made under or in respect of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit in Dollars. Upon receipt from the beneficiary of the Letter of Credit of any notice of a drawing under the Letter of Credit, Lender shall notify Borrower of such drawing and the U.S. Dollar Equivalent of the amount of such drawing promptly following the determination thereof. Not later than 11:00 a.m. on and after the Effective Datefirst Business Day following the date of any payment by Lender under the Letter of Credit, Borrower shall reimburse Lender in an amount equal to the Lenders, including the Issuing Bank amount of such drawing in its capacity Dollars as a Lender, shall automatically be deemed provided in this Section 2.1(d) together with such other amounts that become due pursuant to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Sharesthis Agreement or other instrument. (3e) Any drawing under The obligations of Borrower to reimburse Lender with respect to any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings Obligations shall be absolute, unconditional and irrevocable and unconditional under any and all circumstances whatsoever and shall be paid strictly in accordance with this Agreement (except if arising from the gross negligence or willful misconduct on the part of the Lender as determined by final non-appealable judgment of a court of competent jurisdiction) irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: : (i) Any any lack of validity or enforceability of this the Letter of Credit Agreement or of any of demand, application, reimbursement agreement or other agreement or instrument relating thereto (collectively, the other Loan “Related Documents; ”); (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company that Borrower or any other Person may have at any time have against any the beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, Lender, any of its correspondents or any other Person; (iii) any improper or erroneous or mistaken payment made by Lender under the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including except in the case of Lender’s bad faith or gross (not mere) negligence or willful misconduct; (iv) any arising in connection with supplement or waiver of or any insolvency proceeding; consent to depart from the terms of the Letter of Credit or Related Document; and (viv) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge . (f) In the event Lender receives some but not all of the Company. Nothing contained herein shall constitute documents against which a waiver of any rights of drawing under the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued hereundermay be made and, at Borrower’s request, Lender delivers such documents to Borrower, against trust receipt or otherwise, prior to the presentation of the related draft, Borrower agrees to pay to Lender on demand the amount of any claim made against Lender by reason thereof and authorizes Lender to pay or accept (as the case may be) such draft when it is presented regardless of whether such draft or any document which may accompany it complies with the terms of the Letter of Credit. (5g) The Uniform Customs Except insofar as instructions may be given to Lender by Borrower in writing expressly to the contrary with regard to, and Practice for Documentary Credits as most recently published by prior to the International Chamber opening of, the Letter of Commerce at Credit, Borrower agrees that Lender and any of its correspondents may: (i) accept or pay any draft dated on or before the time of issuance expiration of any Letter of Credit shall (unless otherwise expressly provided time limit expressed in the Letter of Credit) apply , regardless of when drawn and whether or when negotiated, provided that the other required documents are dated on or prior to the Letters expiration date of the Letter of Credit; and (ii) accept documents of any character which comply with the provisions, definitions, interpretations and practices contained in the Uniform Customs or which comply with the laws or regulations in force in, or the customs or usages of, the place of shipment or negotiation. (6h) Neither Lender nor any of its correspondents shall be responsible for: (i) the use which may be made of the Letter of Credit, or any acts or omissions in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) compliance with or circumstances resulting from any laws, customs and regulations which may be effective in countries of negotiation or payment of the Letter of Credit; (iv) any failure of any draft, instrument or demand to bear any reference or adequate reference to the Letter of Credit, any failure of documents to accompany any draft, instrument or demand at negotiation or any failure of any Person to note the amount of any draft, instrument or demand on the reverse of the Letter of Credit or to surrender or take up the Letter of Credit or to send forward documents apart from drafts, in each case as required by the terms of the Letter of Credit, any of which requirements, if contained in the Letter of Credit, may be waived by Lender; (v) any errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, telex, cable, telegraph, wireless or otherwise, whether or not they be in cipher; (vi) any failure of any document to conform to, or be presented under, the Letter of Credit in any instance where Borrower or its agent, upon request, has received documents and/or goods represented thereby; or (vii) any refusal by Lender or any of its correspondents to pay or honor drafts drawn or purportedly drawn under the Letter of Credit because of any applicable law, decree or edict, legal or illegal, of any governmental agency now or hereafter in force, or for any other matter beyond Lender’s control. Lender shall not be responsible for any act, error, omission, neglect or default under the terms of the Letter of Credit or any Related Documents or otherwise, or for any insolvency or failure in business of any of the correspondents of Lender. None of the foregoing shall affect, impair, or prevent the vesting of any of Lender’s rights or powers hereunder, or Borrower’s obligations hereunder. In furtherance of and extension of and not in limitation of the specific provisions hereinabove set forth, Borrower agrees that any action taken, and any action or omission, by Lender or any of its correspondents, in the absence of bad faith or gross (not mere) negligence or willful misconduct on its part, under or in connection with the Letter of Credit or the related drafts, instruments or demands, documents or goods shall be binding on Borrower and shall not put Lender or any of its correspondents under any resulting liability to Borrower. (i) In connection with the Letter of Credit, Borrower, hereby appoints Lender, or its designee, as its attorney, with full power and authority (i) to clear and resolve any questions of non-compliance of documents; (ii) to grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents; and (iii) to agree to any amendments, renewals, extensions, modifications, changes or cancellation of any of the terms or conditions of any of the applications, the Letter of Credit, drafts or acceptances; all in Lender’s sole name, all without notice to or consent from Borrower. Neither Lender nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Lender’s or its attorney’s gross (not mere) negligence or willful misconduct. This power, being coupled with an interest, is irrevocable as long as the Letter of Credit remains outstanding. (j) In the event Lender shall incur any Letter of Credit Obligation, Borrower agrees to pay Lender all fees, charges and commissions of Lender with respect thereto which fees, charges and commissions may change from time to time without notice to Borrower. (k) In the event of any inconsistency between the terms and provisions conditions contained in any Letter of this Credit Agreement and the terms and provisions of Application or any other document executed in connection with the Letter of Credit ApplicationCredit, the terms and provisions of this Credit Agreement shall supersede and governcontrol.

Letter of Credit Facility. (1) On the terms and subject to the conditions set forth herein, the Issuing Bank shall The Company may obtain letters of credit under this Agreement from time to time from and after for such purposes as the Effective Date issue its Company may require in the ordinary course of business. The sum of (i) the aggregate Outstanding Letter of Credit Amount plus (ii) total principal amount owed to the Lender under the Revolving Line of Credit shall not at any time exceed the Availability. For purposes of this Loan Agreement, the "Outstanding Letter of Credit Amount" shall include (a) amounts available for draws under outstanding letters of credit (individuallywhether or not such draws are subject to satisfaction of prior conditions); and (b) the amount of any draws under letters of credit for which the Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior lo the issuance of the letter of credit. The Company shall, a “with such request, complete an application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an "LC Reimbursement Agreement'') concerning the Letter of Credit” and, collectively, Credit as the “Letters of Credit”) for the account Lender may require. The obligation of the Company in to reimburse the Lender for amounts drawn on such letters of credit shall be an aggregate amount "Obligation" under this Agreement. No letter of credit shall be issued after the Expiration Date or which could be drawn on after the date 18 months after the Expiration Date. In the event of a draw on the letter of credit, the Lender may at any one time outstanding its option obtain an Advance under the Revolving Line of Credit (without further notice to or consent of the Company) to reimburse the Lender for such draw. If the Lender elects not to exceed obtain an Advance under the L/C Credit Limit. Each Letter Revolving Line of Credit shall be requested by or if credit in the Company by delivery to amount of the Issuing Bank of a duly executed Letter of Credit Application, with a copy to draw is not available under the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter Revolving Line of Credit, subject to the terms and conditions of this Credit Agreement, Company shall immediately upon approval demand reimburse the Lender for the amount of the form thereof, including, without limitation, the form of drafts draw together with interest thereon and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date. (2) Effective other amounts as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically may be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. (3) Any drawing due under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawingapplicable LC Reimbursement Agreement. The Lenders, including Lender shall not in any event be required to issue a letter of credit during the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence continuance of an Event of Default) agree . The Company shall pay the Lender such issuance, amendment, draw and other fees with respect to purchase letters of credit as the Lender may from time to time establish. Any and take all amounts due from the Issuing Bank their respective Percentage Shares by payment Company to the Issuing Bank through the Administrative Agent, in same-day funds, to the Contact Office, ABA 000000000 for the Administrative Agent’s Account No. 4081656779, Account Name: SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group upon demand by the Issuing Bank made through the Administrative Agent (which demand may be telephonic) on the date of such L/C Drawing, if such demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if such demand is made later than 10:00 a.m. (San Francisco time) on such date, no later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day. (4) The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional Lender under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against the Issuing Bank, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (i) Any lack of validity or enforceability of this Credit LC Reimbursement Agreement or any shall constitute part of the other Loan Documents; (ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (iii) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (v) Any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) Any exchange, release or non-perfection of any Company Collateral or Guarantor Collateral; or (vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company against the Issuing Bank arising out of the gross negligence or willful misconduct of the Issuing Bank in connection with any Letter of Credit issued Obligations hereunder. (5Section 3. Section 5.02(c) The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time of issuance of any Letter of Credit shall (unless otherwise expressly provided in the Letter of Credit) apply to the Letters of Credit. (6) In the event of any inconsistency between the terms and provisions of this Credit Agreement and the terms and provisions of the Letter of Credit Application, the terms and provisions of this Credit Original Agreement shall supersede and govern.is amended to provide: