EX-10.2



 Exhibit 10.2 

CLASS A-1 NOTE PURCHASE AGREEMENT 

(SERIES 2015-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) 

dated as of October 21, 2015 

among 
 DOMINO’S PIZZA MASTER
ISSUER LLC, 
 DOMINO’S SPV CANADIAN HOLDING COMPANY INC., 

DOMINO’S PIZZA DISTRIBUTION LLC, and 

DOMINO’S IP HOLDER LLC, 
 each
as a Co-Issuer, 
 DOMINO’S PIZZA FRANCHISING LLC, 

DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC., 

DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC, 

DOMINO’S RE LLC, 

DOMINO’S EQ LLC, and 

DOMINO’S SPV GUARANTOR LLC 

each as a Guarantor, 

DOMINO’S PIZZA LLC, 
 as
Manager, 
 CERTAIN CONDUIT INVESTORS, 

each as a Conduit Investor, 

CERTAIN FINANCIAL INSTITUTIONS, 

each as a Committed Note Purchaser, 

CERTAIN FUNDING AGENTS, 

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., 

“RABOBANK NEDERLAND,” NEW YORK BRANCH, 

as L/C Provider, 

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., 

“RABOBANK NEDERLAND,” NEW YORK BRANCH, 

as Swingline Lender, 
 and 

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., 

“RABOBANK NEDERLAND,” NEW YORK BRANCH, 

as Administrative Agent 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	ARTICLE I DEFINITIONS	  	 	2	  
	 Section 1.01
	 	 Definitions
	  	 	2	  
		
	ARTICLE II PURCHASE AND SALE OF SERIES 2015-1 CLASS A-1 NOTES	  	 	13	  
	 Section 2.01
	 	 The Initial Advance Notes
	  	 	13	  
	 Section 2.02
	 	 Advances
	  	 	13	  
	 Section 2.03
	 	 Borrowing Procedures
	  	 	15	  
	 Section 2.04
	 	 The Series 2015-1 Class A-1 Notes
	  	 	17	  
	 Section 2.05
	 	 Reduction in Commitments
	  	 	18	  
	 Section 2.06
	 	 Swingline Commitment
	  	 	21	  
	 Section 2.07
	 	 L/C Commitment
	  	 	24	  
	 Section 2.08
	 	 L/C Reimbursement Obligations
	  	 	28	  
	 Section 2.09
	 	 L/C Participations
	  	 	30	  
		
	ARTICLE III INTEREST AND FEES	  	 	32	  
	 Section 3.01
	 	 Interest
	  	 	32	  
	 Section 3.02
	 	 Fees
	  	 	34	  
	 Section 3.03
	 	 Eurodollar Lending Unlawful
	  	 	34	  
	 Section 3.04
	 	 Deposits Unavailable
	  	 	34	  
	 Section 3.05
	 	 Increased Costs, etc.
	  	 	35	  
	 Section 3.06
	 	 Funding Losses
	  	 	36	  
	 Section 3.07
	 	 Increased Capital or Liquidity Costs
	  	 	36	  
	 Section 3.08
	 	 Taxes
	  	 	37	  
	 Section 3.09
	 	 Change of Lending Office
	  	 	40	  
		
	ARTICLE IV OTHER PAYMENT TERMS	  	 	41	  
	 Section 4.01
	 	 Time and Method of Payment (Amounts Distributed by the Administrative Agent)
	  	 	41	  
	 Section 4.02
	 	 Order of Distributions (Amounts Distributed by the Trustee or the Paying Agent)
	  	 	41	  
	 Section 4.03
	 	 L/C Cash Collateral
	  	 	42	  
	 Section 4.04
	 	 Alternative Arrangements with Respect to Letters of Credit
	  	 	43	  
		
	ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS	  	 	43	  
	 Section 5.01
	 	 Authorization and Action of the Administrative Agent
	  	 	43	  
	 Section 5.02
	 	 Delegation of Duties
	  	 	44	  
	 Section 5.03
	 	 Exculpatory Provisions
	  	 	44	  
	 Section 5.04
	 	 Reliance
	  	 	45	  
	 Section 5.05
	 	 Non-Reliance on the Administrative Agent and Other Purchasers
	  	 	45	  
	 Section 5.06
	 	 The Administrative Agent in its Individual Capacity
	  	 	45	  
	 Section 5.07
	 	 Successor Administrative Agent; Defaulting Administrative Agent
	  	 	45	  


  
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	 Section 5.08
	 	 Authorization and Action of Funding Agents
	  	 	47	  
	 Section 5.09
	 	 Delegation of Duties
	  	 	48	  
	 Section 5.10
	 	 Exculpatory Provisions
	  	 	48	  
	 Section 5.11
	 	 Reliance
	  	 	48	  
	 Section 5.12
	 	 Non-Reliance on the Funding Agent and Other Purchasers
	  	 	48	  
	 Section 5.13
	 	 The Funding Agent in its Individual Capacity
	  	 	49	  
	 Section 5.14
	 	 Successor Funding Agent
	  	 	49	  
		
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	  	 	49	  
	 Section 6.01
	 	 The Co-Issuers and Guarantors
	  	 	49	  
	 Section 6.02
	 	 The Manager
	  	 	51	  
	 Section 6.03
	 	 Lender Parties
	  	 	51	  
		
	ARTICLE VII CONDITIONS	  	 	52	  
	 Section 7.01
	 	 Conditions to Issuance and Effectiveness
	  	 	52	  
	 Section 7.02
	 	 Conditions to Initial Extensions of Credit
	  	 	53	  
	 Section 7.03
	 	 Conditions to Each Extension of Credit
	  	 	53	  
		
	 ARTICLE VIII COVENANTS
	  	 	54	  
	 Section 8.01
	 	 Covenants
	  	 	54	  
		
	ARTICLE IX MISCELLANEOUS PROVISIONS	  	 	56	  
	 Section 9.01
	 	 Amendments
	  	 	56	  
	 Section 9.02
	 	 No Waiver; Remedies
	  	 	57	  
	 Section 9.03
	 	 Binding on Successors and Assigns
	  	 	57	  
	 Section 9.04
	 	 Survival of Agreement
	  	 	58	  
	 Section 9.05
	 	 Payment of Costs and Expenses; Indemnification
	  	 	59	  
	 Section 9.06
	 	 Characterization as Related Document; Entire Agreement
	  	 	61	  
	 Section 9.07
	 	 Notices
	  	 	62	  
	 Section 9.08
	 	 Severability of Provisions
	  	 	62	  
	 Section 9.09
	 	 Tax Characterization
	  	 	62	  
	 Section 9.10
	 	 No Proceedings; Limited Recourse
	  	 	62	  
	 Section 9.11
	 	 Confidentiality
	  	 	63	  
	 Section 9.12
	 	 GOVERNING LAW; CONFLICTS WITH INDENTURE
	  	 	64	  
	 Section 9.13
	 	 JURISDICTION
	  	 	64	  
	 Section 9.14
	 	 WAIVER OF JURY TRIAL
	  	 	64	  
	 Section 9.15
	 	 Counterparts
	  	 	65	  
	 Section 9.16
	 	 Third-Party Beneficiary
	  	 	65	  
	 Section 9.17
	 	 Assignment
	  	 	65	  
	 Section 9.18
	 	 Defaulting Investors
	  	 	67	  
	 Section 9.19
	 	 Consent to Springing Amendments
	  	 	70	  


  
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	SCHEDULES AND EXHIBITS
		
	SCHEDULE I	 	Investor Groups and Commitments
	SCHEDULE II	 	Notice Addresses for Lender Parties, Agents, Co-Issuers and Manager
	SCHEDULE III	 	Additional Closing Conditions
	SCHEDULE IV	 	Letters of Credit
		
	EXHIBIT A-1	 	Form of Advance Request
	EXHIBIT A-2	 	Form of Swingline Loan Request
	EXHIBIT B	 	Form of Assignment and Assumption Agreement
	EXHIBIT C	 	Form of Investor Group Supplement
	EXHIBIT D	 	Form of Purchaser’s Letter


  
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 CLASS A-1 NOTE PURCHASE AGREEMENT 

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of October 21, 2015 (as amended, supplemented, amended and restated or otherwise
modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among: 
 (a)
DOMINO’S PIZZA MASTER ISSUER LLC, a Delaware limited liability company (the “Master Issuer”), DOMINO’S SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation (the “SPV Canadian HoldCo”), DOMINO’S
PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the “Domestic Distributor”), and DOMINO’S IP HOLDER LLC, a Delaware limited liability company (the “IP Holder” and together with the Master Issuer,
the SPV Canadian HoldCo and the Domestic Distributor, the “Co-Issuers” and each a “Co-Issuer”), 
 (b)
DOMINO’S PIZZA FRANCHISING LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Master Issuer (the “Domestic Franchisor”), DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC., a Delaware corporation and
a wholly-owned subsidiary of the Master Issuer (the “International Franchisor”), DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC, a Nova Scotia unlimited company and a wholly-owned subsidiary of the SPV Canadian HoldCo (the
“Canadian Distributor”), DOMINO’S RE LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Domestic Franchisor (the “Domestic Distribution Real Estate Holder”), DOMINO’S EQ LLC, a
Delaware limited liability company and a wholly-owned subsidiary of the Domestic Distributor (the “Domestic Distribution Equipment Holder”) and DOMINO’S SPV GUARANTOR LLC (the “SPV Guarantor” and together with
the Domestic Franchisor, the International Franchisor, the Domestic Distribution Real Estate Holder, the Domestic Distribution Equipment Holder and the Canadian Distributor, the “Guarantors”) 

(c) DOMINO’S PIZZA LLC, a Michigan limited liability company, as the manager (the “Manager”), 

(d) the several commercial paper conduits listed on Schedule I as Conduit Investors and their respective permitted successors and
assigns (each, a “Conduit Investor” and, collectively, the “Conduit Investors”), 
 (e) the several
financial institutions listed on Schedule I as Committed Note Purchasers and their respective permitted successors and assigns (each, a “Committed Note Purchaser” and, collectively, the “Committed Note
Purchasers”), 
 (f) for each Investor Group, the financial institution entitled to act on behalf of the Investor Group set forth
opposite the name of such Investor Group on Schedule I as Funding Agent and its permitted successors and assigns (each, the “Funding Agent” with respect to such Investor Group and, collectively, the “Funding
Agents”), 
 (g) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, as
L/C Provider, 







 (h) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,”
NEW YORK BRANCH, as Swingline Lender, and 
 (i) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK
NEDERLAND,” NEW YORK BRANCH, in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider and the Swingline Lender (together with its permitted successors and assigns in
such capacity, the “Administrative Agent”). 
 BACKGROUND 

1. Contemporaneously with the execution and delivery of this Agreement, the Co-Issuers and Citibank, N.A., as Trustee, are entering into the
Series 2015-1 Supplement, of even date herewith (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Series 2015-1 Supplement”), to the
Amended and Restated Base Indenture, dated as of March 15, 2012 (as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base
Indenture” and, together with the Series 2015-1 Supplement and any other supplement to the Base Indenture, the “Indenture”), among the Co-Issuers and the Trustee, pursuant to which the Co-Issuers will issue the Series
2015-1 Class A-1 Notes (as defined in the Series 2015-1 Supplement) in accordance with the Indenture. 
 2. The Co-Issuers wish to
(a) issue the Series 2015-1 Class A-1 Advance Notes to each Funding Agent on behalf of the Investors in the related Investor Group, and obtain the agreement of the applicable Investors to make loans from time to time (each, an
“Advance” or a “Series 2015-1 Class A-1 Advance” and, collectively, the “Advances” or the “Series 2015-1 Class A-1 Advances”) that will constitute the purchase of Series
2015-1 Class A-1 Outstanding Principal Amounts on the terms and conditions set forth in this Agreement; (b) issue the Series 2015-1 Class A-1 Swingline Note to the Swingline Lender and obtain the
agreement of the Swingline Lender to make Swingline Loans on the terms and conditions set forth in this Agreement; and (c) issue the Series 2015-1 Class A-1 L/C Note to the L/C Provider and obtain the agreement of the L/C Provider to
provide Letters of Credit on the terms and conditions set forth in this Agreement. L/C Obligations in connection with Letters of Credit issued pursuant to the Series 2015-1 Class A-1 L/C Note will constitute purchases of Series 2015-1
Class A-1 Outstanding Principal Amounts upon the incurrence of such L/C Obligations. The Series 2015-1 Class A-1 Advance Notes, the Series 2015-1 Class A-1 Swingline Note and the Series 2015-1 Class A-1 L/C Note constitute Series
2015-1 Class A-1 Notes. The Manager has joined in this Agreement to confirm certain representations, warranties and covenants made by it in favor of the Trustee for the benefit of the Noteholders in the Related Documents. 

ARTICLE I 
 DEFINITIONS 

Section 1.01 Definitions. As used in this Agreement and unless the context requires a different meaning, capitalized terms used
but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2015-1 

  
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Supplemental Definitions List attached to the Series 2015-1 Supplement as Annex A thereto or in the Base Indenture Definitions List attached to the Base Indenture as Annex A
thereto, as applicable. Certain definitions in the Series 2015-1 Supplemental Definitions List are repeated in Section 1.02 for convenience; however, in the event of any conflict between the definitions in the Series 2015-1 Supplemental
Definitions List and the definitions in Section 1.02, the Series 2015-1 Supplemental Definitions List shall govern except for the definition of “Change in Law”. Unless otherwise specified herein, all Article, Exhibit, Section or
Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of this Agreement. 
 Section 1.02 Defined
terms. 
 “Acquiring Committed Note Purchaser” has the meaning set forth in Section 9.17(a). 

“Acquiring Investor Group” has the meaning set forth in Section 9.17(c). 

“Administrative Agent Indemnified Parties” has the meaning set forth in Section 9.05(d). 

“Advance” has the meaning set forth in the Recitals. 

“Advance Request” has the meaning set forth in Section 7.03(c). 

“Affected Person” has the meaning set forth in Section 3.05. 

“Agent Indemnified Liabilities” has the meaning set forth in Section 9.05(c). 

“Agent Indemnified Parties” has the meaning set forth in Section 9.05(c). 

“Aggregate Unpaids” has the meaning set forth in Section 5.01. 

“Applicable Agent Indemnified Liabilities” has the meaning set forth in Section 9.05(d). 

“Applicable Agent Indemnified Parties” has the meaning set forth in Section 9.05(d). 

“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting
such L/C Issuing Bank to issue a Letter of Credit. 
 “Assignment and Assumption Agreement” has the meaning set forth in
Section 9.17(a). 
 “Base Rate” means, for any day a fluctuating rate per annum equal to (i) the highest
of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as established from time to time by the Administrative Agent as its “prime rate” at its principal U.S. office, and (c) the
Eurodollar Base Rate (Reserve Adjusted) applicable to one month Interest Periods on the date of determination of the Base Rate plus 0.50% plus (ii) 1.69%; provided that the Base Rate will in no event be higher than the maximum rate
permitted by applicable Law. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate established by the Administrative Agent shall take effect at the opening of business on the day such change
is effective. 

  
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 “Base Rate Advance” means an Advance that bears interest at a rate of interest
determined by reference to the Base Rate during such time as it bears interest at such rate, as provided in this Agreement. 

“Borrowing” has the meaning set forth in Section 2.02(c). 

“Breakage Amount” has the meaning set forth in Section 3.06. 

“Cash Collateral Account” has the meaning set forth in Section 4.03(b). 

“Change in Law” means (a) any law, rule or regulation or any change therein or in the interpretation or application
thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Series 2015-1 Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or
political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a Governmental Authority)
which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each, an “Official Body”) charged with the administration, interpretation or
application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Series 2015-1 Closing Date; provided, however, for purposes of this
definition, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect
and been adopted subsequent to the date hereof. 
 “Class A-1 Amendment Expenses” has the meaning set forth in
Section 9.05(a)(ii). 
 “Class A-1 Taxes” has the meaning set forth in Section 3.08(a). 

“Commercial Paper” means, with respect to any Conduit Investor, the promissory notes issued in the commercial paper market by
or for the benefit of such Conduit Investor. 
 “Commitment Amount” means, as to each Committed Note Purchaser, the amount
set forth on Schedule I opposite such Committed Note Purchaser’s name as its Commitment Amount or, in the case of a Committed Note Purchaser that becomes a party to this Agreement pursuant to an Assignment and Assumption Agreement
or Investor Group Supplement, the amount set forth therein as such Committed Note Purchaser’s Commitment Amount, in each case, as such amount may be (i) reduced pursuant to Section 2.05 or (ii) increased or reduced by any
Assignment and Assumption Agreement or Investor Group Supplement entered into by such Committed Note Purchaser in accordance with the terms of this Agreement. 

  
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 “Commitment Percentage” means, on any date of determination, with respect to any
Investor Group, the ratio, expressed as a percentage, which such Investor Group’s Maximum Investor Group Principal Amount bears to the Series 2015-1 Class A-1 Maximum Principal Amount on such date. 

“Commitments” means the obligations of each Committed Note Purchaser included in each Investor Group to fund Advances
pursuant to Section 2.02(a) and to participate in Swingline Loans and Letters of Credit pursuant to Sections 2.06 and 2.08, respectively, in an aggregate stated amount up to its Commitment Amount. 

“Commitment Term” means the period from and including the Series 2015-1 Closing Date to but excluding the earlier of
(a) the Commitment Termination Date and (b) the date on which the Commitments are terminated or reduced to zero in accordance with this Agreement. 

“Commitment Termination Date” means the Series 2015-1 Class A-1 Senior Notes Renewal Date (as such date may be extended
pursuant to Section 3.6(b) of the Series 2015-1 Supplement). 
 “Committed Note Purchaser” has the meaning set forth
in the preamble. 
 “Committed Note Purchaser Percentage” means, on any date of determination, with respect to any
Committed Note Purchaser in any Investor Group, the ratio, expressed as a percentage, which the Commitment Amount of such Committed Note Purchaser bears to such Investor Group’s Maximum Investor Group Principal Amount on such date. 

“Conduit Assignee” means, with respect to any Conduit Investor, any commercial paper conduit whose Commercial Paper is rated
by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable, that is administered by the Funding Agent
with respect to such Conduit Investor or any Affiliate of such Funding Agent, in each case, designated by such Funding Agent to accept an assignment from such Conduit Investor of the Investor Group Principal Amount or a portion thereof with respect
to such Conduit Investor pursuant to Section 9.17(b). 
 “Conduit Investor” has the meaning set forth in the
preamble. 
 “Confidential Information” for the purposes of this Agreement has the meaning set forth in
Section 9.11. 
 “CP Advance” means an Advance that bears interest at a rate of interest determined by
reference to the CP Rate during such time as it bears interest at such rate, as provided in this Agreement. 
 “CP Funding
Rate” means, with respect to each Conduit Investor, for any day during any Interest Period, for any portion of the Advances funded or maintained through the issuance of Commercial Paper by such Conduit Investor, the per annum rate
equivalent to the weighted average cost (as determined by the related Funding Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to
Commercial Paper maturing on dates other than those on which 

  
 5 








 
corresponding funds are received by such Conduit Investor, other borrowings by such Conduit Investor and any other costs associated with the issuance of Commercial Paper) of or related to the
issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or its related Funding Agent to fund or maintain such Advances for such Interest Period (and which may also be allocated in part to the funding of other
assets of the Conduit Investor); provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Funding Rate” for such Advances for such Interest Period, the related Funding Agent
shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. 

“CP Rate” means, on any day during any Interest Period, an interest rate per annum equal to the sum of (i) the CP
Funding Rate for such Interest Period plus (ii) 2.19%; provided that the CP Rate will in no event be higher than the maximum rate permitted by applicable law. 

“Defaulting Administrative Agent Event” has the meaning set forth in Section 5.07(b). 

“Defaulting Investor” means any Investor that has (a) failed to make a payment required to be made by it under the terms
of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by
it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy. 

“Eligible Conduit Investor” means, at any time, any Conduit Investor whose Commercial Paper at such time is rated by at least
two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable. 

“Eurodollar Advance” means an Advance that bears interest at a rate of interest determined by reference to the Eurodollar
Rate during such time as it bears interest at such rate, as provided in this Agreement. 
 “Eurodollar Business Day” means
any Business Day on which dealings are also carried on in the London interbank market and banks are open for business in London. 

“Eurodollar Funding Rate” means, for any Eurodollar Interest Period, the rate per annum determined by the Administrative
Agent at approximately 11:00 a.m. (London time) on the date that is two (2) Eurodollar Business Days prior to the beginning of such Eurodollar Interest Period by reference to the London interbank offered rate administered by ICE Benchmark
Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Eurodollar Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event
such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the
Administrative Agent from time to time in its reasonable discretion; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Funding Rate”
shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined by the Administrative 

  
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Agent to be the average of the offered rates for deposits in U.S. Dollars in the amount of $1,000,000 for a period of time comparable to such Eurodollar Interest Period which are offered by three
leading banks in the London interbank market at approximately 11:00 a.m. (London time) on the date that is two (2) Eurodollar Business Days prior to the beginning of such Eurodollar Interest Period as selected by the Administrative Agent
(unless the Administrative Agent is unable to obtain such rates from such banks, in which case it will be deemed that a Eurodollar Funding Rate cannot be ascertained for purposes of Section 3.04). In respect of any Eurodollar Interest
Period that is less than one (1) month in duration and if no Eurodollar Funding Rate is otherwise determinable with respect thereto in accordance with the preceding sentence of this definition, the Eurodollar Funding Rate shall be determined
through the use of straight-line interpolation by reference to two rates calculated in accordance with the preceding sentence, one of which shall be determined as if the maturity of the U.S. Dollar deposits referred to therein were the period
of time for which rates are available next shorter than the Eurodollar Interest Period and the other of which shall be determined as if such maturity were the period of time for which rates are available next longer than the Eurodollar Interest
Period. 
 “Eurodollar Funding Rate (Reserve Adjusted)” means, for any Eurodollar Interest Period, an interest rate per
annum (rounded upward to the nearest 1/100th of 1%) determined pursuant to the following formula: 
  

					
	Eurodollar Funding Rate	 	=	 	 Eurodollar Funding Rate

	(Reserve Adjusted)	 		 	 1.00 - Eurodollar Reserve Percentage


 The Eurodollar Funding Rate (Reserve Adjusted) for any Eurodollar Interest Period will be determined by the
Administrative Agent on the basis of the Eurodollar Reserve Percentage in effect two (2) Eurodollar Business Days before the first day of such Eurodollar Interest Period. 

“Eurodollar Interest Period” means, with respect to any Eurodollar Advance, the period commencing on and including the
Eurodollar Business Day such Advance first becomes a Eurodollar Advance in accordance with Section 3.01(b) and ending on but excluding a date, as elected by the Master Issuer pursuant to such Section 3.01(b), that is either
(i) one (1) month subsequent to such date, (ii) two (2) months subsequent to such date, (iii) three (3) months subsequent to such date or (iv) six (6) months subsequent to such date, or such other time period
subsequent to such date not to exceed six months as agreed upon by the Master Issuer and the Administrative Agent; provided, however, that (i) no Eurodollar Interest Period may end subsequent to the second Business Day before the
Accounting Date occurring immediately prior to the then-current Series 2015-1 Class A-1 Senior Notes Renewal Date and (ii) upon the occurrence and during the continuation of any Rapid Amortization Period or any Event of Default, any
Eurodollar Interest Period with respect to the Eurodollar Advances of all Investor Groups may be terminated at the end of the then-current Eurodollar Interest Period (or, if the Class A-1 Senior Notes have been accelerated in accordance with
Section 9.2 of the Base Indenture, immediately), at the election of the Administrative Agent or Investor Groups holding in the aggregate more than 50% of the Eurodollar Tranche, by notice to the Co-Issuers, the Manager, the Control Party and
the Funding Agents, and upon such election the Eurodollar Advances in respect of which interest was calculated by reference to such terminated Eurodollar Interest Period shall be converted to Base Rate Advances. 

  
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 “Eurodollar Rate” means, on any day during any Eurodollar Interest Period, an
interest rate per annum equal to the sum of (i) the Eurodollar Funding Rate (Reserve Adjusted) for such Eurodollar Interest Period plus (ii) 2.19%; provided that the Eurodollar Rate will in no event be higher than the maximum rate
permitted by applicable Law. 
 “Eurodollar Reserve Percentage” means, for any Eurodollar Interest Period, the reserve
percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in
reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to liabilities or assets constituting “Eurocurrency Liabilities,” as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Eurodollar Interest Period. 
 “Eurodollar Tranche” means
any portion of the Series 2015-1 Class A-1 Outstanding Principal Amount funded or maintained with Eurodollar Advances. 

“Extension Fees” has the meaning given to such term in the Class A-1 VFN Fee Letter. 

“FATCA” means (a) Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with) and any current or future Treasury regulations thereunder or official interpretations thereof, (b) any treaty, law, regulation or other official guidance
enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of (a) above, or (c) any agreement
pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service or any other Governmental Authority in the United States. 

“FCPA” has the meaning set forth in Section 6.01(h). 

“Federal Funds Rate” means, for any specified period, a fluctuating interest rate per annum equal for each day during such
period to the weighted average of the overnight federal funds rates as published in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a
Business Day, for the next preceding Business Day), or if, for any reason, such rate is not available on any day, the rate determined, in the reasonable opinion of the Administrative Agent, to be the rate at which overnight federal funds are being
offered in the national federal funds market at 9:00 a.m. (New York City time). 
 “Fitch” means Fitch, Inc., doing
business as Fitch Ratings, or any successor thereto. 
 “F.R.S. Board” means the Board of Governors of the Federal Reserve
System. 
 “Funding Agent” has the meaning set forth in the preamble. 

  
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 “Increased Capital Costs” has the meaning set forth in Section 3.07.

 “Increased Costs” has the meaning set forth in Section 3.05. 

“Increased Tax Costs” has the meaning set forth in Section 3.08. 

“Indemnified Liabilities” has the meaning set forth in Section 9.05(b). 

“Indemnified Parties” has the meaning set forth in Section 9.05(b). 

“Interest Reserve Letter of Credit” means any letter of credit issued hereunder for the benefit of the Trustee and the Senior
Noteholders or the Senior Subordinated Noteholders, as applicable. 
 “Investor” means any one of the Conduit Investors and
the Committed Note Purchasers and “Investors” means the Conduit Investors and the Committed Note Purchasers collectively. 

“Investor Group” means (i) for each Conduit Investor, collectively, such Conduit Investor, the related Committed Note
Purchaser(s) set forth opposite the name of such Conduit Investor on Schedule I (or, if applicable, set forth for such Conduit Investor in the Assignment and Assumption Agreement or Investor Group Supplement pursuant to which such
Conduit Investor or Committed Note Purchaser becomes a party thereto), any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2015-1 Class A-1 Noteholder for such Investor Group) and
(ii) for each other Committed Note Purchaser that is not related to a Conduit Investor, collectively, such Committed Note Purchaser, any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2015-1
Class A-1 Noteholder for such Investor Group). 
 “Investor Group Increase Amount” means, with respect to any Investor
Group, for any Business Day, the portion of the Increase, if any, actually funded by such Investor Group on such Business Day. 

“Investor Group Principal Amount” means, with respect to any Investor Group, (a) when used with respect to the Series
2015-1 Closing Date, an amount equal to (i) such Investor Group’s Commitment Percentage of the Series 2015-1 Class A-1 Initial Advance Principal Amount, plus (ii) such Investor Group’s Commitment Percentage of the Series
2015-1 Class A-1 Outstanding Subfacility Amount outstanding on the Series 2015-1 Closing Date, and (b) when used with respect to any other date, an amount equal to (i) the Investor Group Principal Amount with respect to such Investor
Group on the immediately preceding Business Day (excluding any Series 2015-1 Class A-1 Outstanding Subfacility Amount included therein), plus (ii) the Investor Group Increase Amount with respect to such Investor Group on such date, minus
(iii) the amount of principal payments made to such Investor Group on the Series 2015-1 Class A-1 Advance Notes on such date, plus (iv) such Investor Group’s Commitment Percentage of the Series 2015-1 Class A-1 Outstanding
Subfacility Amount outstanding on such date. 
 “Investor Group Supplement” has the meaning set forth in
Section 9.17(c). 

  
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 “L/C Commitment” means the obligation of the L/C Provider to provide Letters of
Credit pursuant to Section 2.07, in an aggregate Undrawn L/C Face Amount, together with any Unreimbursed L/C Drawings, at any one time outstanding not to exceed $100,000,000, as such amount may be reduced or increased pursuant to
Section 2.07(g) or reduced pursuant to Section 2.05(b). 
 “L/C Issuing Bank” has the meaning set
forth in Section 2.07(h). 
 “L/C Obligations” means, at any time, an amount equal to the sum of (i) any
Undrawn L/C Face Amounts outstanding at such time and (ii) any Unreimbursed L/C Drawings outstanding at such time. 
 “L/C
Other Reimbursement Amounts” has the meaning set forth in Section 2.08(a). 
 “L/C Provider” means
Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, in its capacity as provider of any Letter of Credit under this Agreement, and its permitted successors and assigns in such capacity. 

“L/C Quarterly Fees” has the meaning set forth in Section 2.07(d). 

“L/C Reimbursement Amount” has the meaning set forth in Section 2.08(a). 

“Lender Party” means any Investor, the Swingline Lender or the L/C Provider and “Lender Parties” means the
Investors, the Swingline Lender and the L/C Provider, collectively. 
 “Letter of Credit” has the meaning set forth in
Section 2.07(a). 
 “Margin Stock” means “margin stock” as defined in Regulation U of the F.R.S.
Board, as amended from time to time. 
 “Maximum Investor Group Principal Amount” means, as to each Investor Group existing
on the Series 2015-1 Closing Date, the amount set forth on Schedule I to this Agreement as such Investor Group’s Maximum Investor Group Principal Amount or, in the case of any other Investor Group, the amount set forth as such Investor
Group’s Maximum Investor Group Principal Amount in the Assignment and Assumption Agreement or Investor Group Supplement by which the members of such Investor Group become parties to this Agreement, in each case, as such amount may be
(i) reduced pursuant to Section 2.05 of this Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by the members of such Investor Group in accordance with
the terms of this Agreement. 
 “Money Laundering Laws” has the meaning set forth in Section 6.01(i). 

“Non-Excluded Taxes” has the meaning set forth in Section 3.08(a). 

“Non-Funding Committed Notes Purchaser” has the meaning set forth in Section 2.02(a). 

“OFAC” has the meaning set forth in Section 6.01(j). 

  
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 “Official Body” has the meaning set forth in the definition of “Change in
Law.” 
 “Other Class A-1 Transaction Expenses” means all amounts payable pursuant to Section 9.05,
including Pre-Closing Costs, Out-of-Pocket Expenses and Other Post-Closing Expenses, but excluding Class A-1 Amendment Expenses. 

“Other Post-Closing Expenses” has the meaning set forth in Section 9.05(a). 

“Out-of-Pocket Expenses” has the meaning set forth in Section 9.05(a). 

“Parent Companies” means, collectively, Domino’s Pizza, Inc., a Delaware corporation, and Domino’s Inc., a Delaware
corporation. 
 “Pre-Closing Costs” has the meaning set forth in Section 9.05(a)(i). 

“Program Support Agreement” means, with respect to any Investor, any agreement entered into by any Program Support Provider
in respect of any Commercial Paper and/or Series 2015-1 Class A-1 Note of such Investor providing for the issuance of one or more letters of credit for the account of such Investor, the issuance of one or more insurance policies for which such
Investor is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Investor to any Program Support Provider of the Series 2015-1 Class A-1 Notes (or portions thereof or interests therein)
and/or the making of loans and/or other extensions of credit to such Investor in connection with such Investor’s securitization program, together with any letter of credit, insurance policy or other instrument issued thereunder or guaranty
thereof (but excluding any discretionary advance facility provided by a Committed Note Purchaser). 
 “Program Support
Provider” means, with respect to any Investor, any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make
purchases from, such Investor in respect of such Investor’s Commercial Paper and/or Series 2015-1 Class A-1 Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under
or in connection with such Investor’s securitization program as it relates to any Commercial Paper issued by such Investor, and/or holding equity interests in such Investor, in each case pursuant to a Program Support Agreement, and any
guarantor of any such Person. 
 “Reimbursement Obligation” means the obligation of the Co-Issuers to reimburse the L/C
Provider pursuant to Section 2.08 for amounts drawn under Letters of Credit. 
 “Required Expiration Date” had
the meaning set forth in Section 2.07(a). 
 “Sale Notice” has the meaning set forth in
Section 9.18(b). 
 “Sanctions” has the meaning set forth in Section 6.01(j). 

“Series 2015-1 Class A-1 Allocated Payment Reduction Amount” has the meaning set forth in
Section 2.05(b)(iv). 

  
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 “Series 2015-1 Class A-1 Senior Notes Other Amounts” means, as of any date
of determination, the aggregate unpaid Breakage Amount, Indemnified Liabilities, Agent Indemnified Liabilities, Increased Capital Costs, Increased Costs, Increased Tax Costs, Pre-Closing Costs, Other Post-Closing Expenses, Out-of-Pocket Expenses,
Upfront Commitment Fees and Extension Fees then due and payable. For purposes of the Base Indenture, the “Series 2015-1 Class A-1 Senior Notes Other Amounts” shall be deemed to be “Class
A-1 Notes Other Amounts.” 
 “Solvent” means, with respect to any Person as of
any date of determination, that on such date (i) the present fair market value (or present fair saleable value) of the assets of such Person are not less than the total amount required to pay the liabilities of such Person on its total existing
debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and
become due in the normal course of business, (iii) assuming the completion of the transactions contemplated by the Related Documents, the Person is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities
mature, (iv) the Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such entity is engaged, and (v) the Person is not a defendant in any civil action that would result in a judgment that such Person is or would become unable to satisfy. 

“Specified Rating Agencies” means any of Standard & Poor’s, Moody’s or Fitch, as applicable. 

“Swingline Commitment” means the obligation of the Swingline Lender to make Swingline Loans pursuant to
Section 2.06 in an aggregate principal amount at any one time outstanding not to exceed $30,000,000, as such amount may be reduced or increased pursuant to Section 2.06(i) or reduced pursuant to Section 2.05(b).

 “Swingline Lender” means Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New
York Branch, in its capacity as maker of Swingline Loans, and its permitted successors and assigns in such capacity. 
 “Swingline
Loan” has the meaning set forth in Section 2.06(a). 
 “Swingline Loan Request” has the meaning set
forth in Section 2.06(b). 
 “Swingline Participation Amount” has the meaning set forth in
Section 2.06(f). 
 “Undrawn Commitment Fees” has the meaning set forth in Section 3.02(b). 

“Undrawn L/C Face Amounts” means, at any time, the aggregate then undrawn and unexpired face amount of any Letters of Credit
outstanding at such time. 
 “Unreimbursed L/C Drawings” means, at any time, the aggregate amount of any L/C Reimbursement
Amounts that have not then been reimbursed pursuant to Section 2.08. 

  
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 “Upfront Commitment Fee” has the meaning given to such term in the
Class A-1 VFN Fee Letter. 
 “Voluntary Cash Collateral” has the meaning set forth in Section 4.03(a).

 ARTICLE II 
 PURCHASE AND SALE
OF SERIES 2015-1 CLASS A-1 NOTES 
 Section 2.01 The Initial Advance Notes. 

(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants,
representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall request the Trustee to authenticate the initial Series 2015-1 Class A-1 Advance Notes, which the Co-Issuers shall deliver to each Funding Agent on
behalf of the Investors in the related Investor Group on the Series 2015-1 Closing Date. Such initial Series 2015-1 Class A-1 Advance Note for each Investor Group shall be dated the Series 2015-1 Closing Date, shall be registered in the name of
the related Funding Agent or its nominee, as agent for the related Investors, or in such other name or nominee as such Funding Agent may request, shall have a maximum principal amount equal to the Maximum Investor Group Principal Amount for such
Investor Group, shall have an initial outstanding principal amount equal to such Investor Group’s Commitment Percentage of the Series 2015-1 Class A-1 Initial Advance Principal Amount, and shall be duly authenticated in accordance with the
provisions of the Indenture. 
 Section 2.02 Advances. 

(a) Subject to the terms and conditions of this Agreement and the Indenture, each Eligible Conduit Investor, if any, may and,
if such Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any portion of an Advance, its related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to any Investor
Group, the Committed Note Purchaser(s) with respect to such Investor Group shall, upon the Co-Issuers’ request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or
under the circumstances set forth in Sections 2.05, 2.06 or 2.08), make Advances from time to time during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their
respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion
thereof not being made by any Conduit Investor in such Investor Group); provided, further, that if, as a result of any Committed Note Purchaser (a “Non-Funding Committed Note Purchaser”) failing to make any previous
Advance that such Non-Funding Committed Note Purchaser was required to make, outstanding Advances are not held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each
Investor Group based on their respective Committed Note Purchaser Percentages at the time a request for Advances is made, (x) such Non-Funding 

  
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Committed Note Purchaser shall make all of such Advances until outstanding Advances are held ratably by each Investor Group based on their respective Commitment Percentages and among the
Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages and (y) further Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the
portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor
in such Investor Group); provided, further, that the failure of a Non-Funding Committed Note Purchaser to make Advances pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any
other Committed Note Purchaser of its obligation hereunder, if any, to make Advances in accordance with Section 2.03(b)(i); provided, further, that, subject, in the case of clause (i) below, to
Section 2.03(b)(ii), no Advance shall be required or permitted to be made by any Investor on any date to the extent that, after giving effect to such Advance, (i) the related Investor Group Principal Amount would exceed the related
Maximum Investor Group Principal Amount or (ii) the Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. 

(b) Notwithstanding anything herein or in any other Related Document to the contrary, at no time will a Conduit Investor be
obligated to make Advances hereunder. If at any time any Conduit Investor is not an Eligible Conduit Investor, such Conduit Investor shall promptly notify the Administrative Agent (who shall promptly notify the related Funding Agent and the Master
Issuer (on behalf of the Co-Issuers)) thereof. 
 (c) Each of the Advances to be made on any date shall be made as part of a
single borrowing (each such single borrowing being a “Borrowing”). The Advances made as part of the initial Borrowing on the Series 2015-1 Closing Date, if any, will be evidenced by the Series 2015-1 Class A-1 Advance Notes
issued in connection herewith and will constitute purchases of Series 2015-1 Class A-1 Initial Advance Principal Amounts corresponding to the amount of such Advances. All of the other Advances will constitute Increases evidenced by the Series
2015-1 Class A-1 Advance Notes issued in connection herewith and will constitute purchases of Series 2015-1 Class A-1 Outstanding Principal Amounts corresponding to the amount of such Advances. 

(d) Section 2.2(b) of the Series 2015-1 Supplement specifies the procedures to be followed in connection with any
Voluntary Decrease of the Series 2015-1 Class A-1 Outstanding Principal Amount. Each such Voluntary Decrease in respect of any Advances shall be either (i) in an aggregate minimum principal amount of $200,000 and integral multiples of
$100,000 in excess thereof or (ii) in such other amount necessary to reduce the Series 2015-1 Class A-1 Outstanding Principal Amount to zero. 

(e) Subject to the terms of this Agreement and the Series 2015-1 Supplement, the aggregate principal amount of the Advances
evidenced by the Series 2015-1 Class A-1 Advance Notes may be increased by Borrowings or decreased by Voluntary Decreases from time to time. 

  
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 Section 2.03 Borrowing Procedures. 

(a) Whenever the Co-Issuers wish to make a Borrowing, the Co-Issuers shall (or shall cause the Manager on their behalf to)
notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York City time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as
required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline Lender and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative
Agent no later than 12:00 p.m. (New York City time) two (2) Business Days (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), three (3) Eurodollar Business Days) prior to the date of Borrowing (unless a
shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline Lender or the Funding Agents, as applicable), which date of Borrowing shall be a Business Day during the Commitment Term. Each such
notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) the Borrowing date, (ii) the aggregate amount of the requested Borrowing to be made on such date, (iii) the amount of outstanding Swingline
Loans and Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such
notice that are not prepaid with other funds of the Co-Issuers available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date (which proceeds shall be
made available to the Master Issuer (on behalf of the Co-Issuers)). Requests for any Borrowing may not be made in an aggregate principal amount of less than $1,000,000 or in an aggregate principal amount that is not an integral multiple of $500,000
in excess thereof (except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings). The Co-Issuers agree to cause requests for Borrowings to be made
automatically (to the extent not deemed made pursuant to Sections 2.05(b)(i), 2.05(b)(ii) or 2.08) upon notice of any drawing under a Letter of Credit and in any event at least one time per week if any Swingline Loans or
Unreimbursed L/C Drawings are outstanding, in each case, in an amount at least sufficient to repay in full all Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of the applicable request. Subject to the provisos to
Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice
given pursuant to this Section 2.03(a) and shall promptly thereafter (but in no event later than 10:00 a.m. (New York City time) on the date of Borrowing) notify the Administrative Agent, the Master Issuer (on behalf of the Co-Issuers)
and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make all or any portion of the Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other
conditions set forth herein and in the Series 2015-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and
Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or
Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances 

  
 15 








 
in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 10:00 a.m. (New York City time) on the date of such
Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (New York City time), first, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding
Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the Master Issuer (on behalf of the Co-Issuers) or the Manager, if
directed by the Master Issuer, as instructed in the applicable Advance Request. 
 (b) (i) The failure of any Committed Note
Purchaser to make the Advance to be made by it as part of any Borrowing shall not relieve any other Committed Note Purchaser (whether or not in the same Investor Group) of its obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Committed Note Purchaser shall be responsible for the failure of any other Committed Note Purchaser to make the Advance to be made by such other Committed Note Purchaser on the date of any Borrowing and (ii) in the event that
one or more Committed Note Purchasers fails to make its Advance by 11:00 a.m. (New York City time) on the date of such Borrowing, the Administrative Agent shall notify each of the other Committed Note Purchasers not later than 1:00 p.m. (New York
City time) on such date, and each of the other Committed Note Purchasers shall make available to the Administrative Agent a supplemental Advance in a principal amount (such amount, the “reference amount”) equal to the lesser of
(a) the aggregate principal Advance that was unfunded multiplied by a fraction, the numerator of which is the Commitment Amount of such Committed Note Purchaser and the denominator of which is the aggregate Commitment Amounts of all Committed
Note Purchasers (less the aggregate Commitment Amount of the Committed Note Purchasers failing to make Advances on such date) and (b) the excess of (i) such Committed Note Purchaser’s Commitment Amount over (ii) the product of
such Committed Note Purchaser’s related Investor Group Principal Amount multiplied by such Committed Note Purchaser’s Committed Note Purchaser Percentage (after giving effect to all prior Advances on such date of Borrowing)
(provided that a Committed Note Purchaser may (but shall not be obligated to), on terms and conditions to be agreed upon by such Committed Note Purchaser and the Co-Issuers, make available to the Administrative Agent a supplemental Advance in
a principal amount in excess of the reference amount; provided, however, that no such supplemental Advance shall be permitted to be made to the extent that, after giving effect to such Advance, the Series 2015-1 Class A-1
Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount). Such supplemental Advances shall be made by wire transfer in U.S. Dollars in same day funds no later than 3:00 p.m. (New York City time) one
(1) Business Day following the date of such Borrowing, and upon receipt thereof the Administrative Agent shall immediately make such proceeds available, first, to the Swingline Lender and the L/C Provider for application to repayment of
the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the Master Issuer (on behalf of the
Co-Issuers), as instructed in the applicable Advance Request. If any Committed Note Purchaser which shall have so failed to fund its Advance shall subsequently pay such amount, the Administrative Agent shall apply such amount pro rata to repay any
supplemental Advances made by the other Committed Note Purchasers pursuant to this Section 2.03(b). 

  
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 (c) Unless the Administrative Agent shall have received notice from a Funding
Agent prior to the date of any Borrowing that an applicable Investor in the related Investor Group will not make available to the Administrative Agent such Investor’s share of the Advances to be made by such Investor Group as part of such
Borrowing, the Administrative Agent may (but shall not be obligated to) assume that such Investor has made such share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the
Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Swingline Lender, the L/C Provider and/or the Master Issuer, as applicable, on such date a corresponding amount, and shall, if such
corresponding amount has not been made available by the Administrative Agent, make available to the Swingline Lender, the L/C Provider and/or the Master Issuer, as applicable, on such date a corresponding amount once such Investor has made such
portion available to the Administrative Agent. If and to the extent that any Investor shall not have so made such amount available to the Administrative Agent, such Investor and the Co-Issuers jointly and severally agree to repay (without
duplication) to the Administrative Agent on the next Weekly Allocation Date such corresponding amount (in the case of the Co-Issuers, in accordance with the Priority of Payments), together with interest thereon, for each day from the date such
amount is made available to the Master Issuer until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Co-Issuers, the interest rate applicable at the time to the Advances comprising such Borrowing and
(ii) in the case of such Investor, the Federal Funds Rate and without deduction by such Investor for any withholding Taxes. If such Investor shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Investor’s Advance as part of such Borrowing for purposes of this Agreement. 
 Section 2.04 The Series 2015-1
Class A-1 Notes. On each date an Advance or Swingline Loan is made or a Letter of Credit is issued hereunder, and on each date the outstanding amount thereof is reduced, a duly authorized officer, employee or agent of the related Series
2015-1 Class A-1 Noteholder shall make appropriate notations in its books and records of the amount, evidenced by the related Series 2015-1 Class A-1 Advance Note, Series 2015-1 Class A-1 Swingline Note or Series 2015-1 Class A-1
L/C Note, of such Advance, Swingline Loan or Letter of Credit, as applicable, and the amount of such reduction, as applicable. The Co-Issuers hereby authorize each duly authorized officer, employee and agent of such Series 2015-1 Class A-1
Noteholder to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded; provided,
however, that in the event of a discrepancy between the books and records of such Series 2015-1 Class A-1 Noteholder and the records maintained by the Trustee pursuant to the Indenture, such discrepancy shall be resolved by such Series
2015-1 Class A-1 Noteholder, the Control Party and the Trustee, in consultation with the Co-Issuers (provided that such consultation with the Co-Issuers will not in any way limit or delay such Series 2015-1 Class A-1 Noteholder’s, the
Control Party’s and the Trustee’s ability to resolve such discrepancy), and such resolution shall control in the absence of manifest error; provided, further, that the failure of any such notation to be made, or any finding
that a notation is incorrect, in any such records shall not limit or otherwise affect the obligations of the Co-Issuers under this Agreement or the Indenture. 

  
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 Section 2.05 Reduction in Commitments. 

(a) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify
the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series 2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group
Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and
in accordance with Section 2.2(b) of the Series 2015-1 Supplement, (ii) any such reduction must be in a minimum amount of $5,000,000, (iii) after giving effect to such reduction, the Series 2015-1 Class A-1 Maximum Principal
Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2015-1 Class A-1
Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03(b)) or (y) the aggregate Commitment Amounts would be less than the sum
of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts. 

(b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in
the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Co-Issuers shall give the Trustee, the Control Party, each Funding Agent and the
Administrative Agent prompt written notice thereof): 
 (i) (A) if the Outstanding Principal Amount of the Series 2015-1
Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2015-1 Class A-1 Senior Notes Renewal Date, on such
Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Co-Issuers shall be deemed to have delivered such Advance
Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series
2015-1 Class A-1 Senior Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series 2015-1 Class A-1 Maximum
Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment
of principal on the Series 2015-1 Class A-1 Outstanding Principal Amount occurring following such Series 2015-1 Class A-1 Senior Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the
Series 2015-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; 

  
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 (ii) if a Rapid Amortization Event occurs prior to the Series 2015-1
Class A-1 Senior Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have
occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be
automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the
principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the
Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment shall be automatically reduced to zero and the L/C Commitment shall
be automatically reduced by such amount of Unreimbursed L/C Drawings repaid by such Advances; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to
Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2015-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any
outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2015-1 Class A-1 Maximum Principal Amount and a
corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.1(e) of the Base Indenture, then the
Commitments, Swingline Commitment, L/C Commitment, Series 2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid
Amortization Event; 
 (iii) if a Change of Control occurs (unless the Control Party has provided its prior written consent
thereto), then (A) on the date such Change of Control occurs, (x) all undrawn portions of the Commitments shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of
Advances pursuant to clause (B) below, and the corresponding portions of the Series 2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a
corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis), (y) the Commitment Amounts shall automatically and permanently be reduced to zero, which reduction shall be deemed to have occurred
immediately following the making of Advances pursuant to clause (B) below, and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2015-1 Prepayment Date
specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then
outstanding Swingline Loans and 

  
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Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be
necessary to cause such Advances to be made); and (C) on the Series 2015-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Series 2015-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum
Investor Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2015-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any
then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Section 4.02 or 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the
Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), subject to and in
accordance with the Priority of Payments; 
 (iv) if Indemnification Payments or Real Estate Disposition Proceeds are
allocated to and deposited in the Series 2015-1 Class A-1 Distribution Account in accordance with Section 3.6(j) of the Series 2015-1 Supplement at a time when either (i) no Senior Notes other than Series 2015-1 Class A-1 Notes
are Outstanding or (ii) if a Series 2015-1 Class A-1 Senior Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the
“Series 2015-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2015-1
Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2015-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group
Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such
reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference,
with such reduction to be allocated between them in accordance with the written instructions of the Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C
Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment
and then to the L/C Commitment) and (z) the Series 2015-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to
Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2015-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.6(j) of the
Series 2015-1 Supplement; and 

  
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 (v) if any Event of Default shall occur and be continuing (and shall not have
been waived in accordance with the Base Indenture) and as a result the payment of the Series 2015-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance
with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2015-1 Class A-1 Maximum Principal Amount, the
Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Co-Issuers shall (in accordance with the
Series 2015-1 Supplement) cause the Series 2015-1 Class A-1 Outstanding Principal Amount to be paid in full (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections
4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2015-1 Class A-1 Quarterly Commitment Fees, Series 2015-1 Class A-1 Other Amounts and all other amounts then due and payable to the
Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate)
subject to and in accordance with the Priority of Payments. 
 Section 2.06 Swingline Commitment. 

(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants,
representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2015-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender
on the Series 2015-1 Closing Date. Such initial Series 2015-1 Class A-1 Swingline Note shall be dated the Series 2015-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline
Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Swingline Principal Amount, and shall be duly
authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to
make swingline loans (each, a “Swingline Loan” or a “Series 2015-1 Class A-1 Swingline Loan” and, collectively, the “Swingline Loans” or the “Series 2015-1 Class A-1 Swingline
Loans”) to the Co-Issuers from time to time during the period commencing on the Series 2015-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that the
Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans outstanding would exceed the Swingline Commitment then in effect
(notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2015-1
Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the
Series 2015-1 Class A-1 Swingline Note in an amount corresponding to such 

  
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borrowing. Subject to the terms of this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note may be increased
by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time. 
 (b) Whenever the
Co-Issuers desire that the Swingline Lender make Swingline Loans, they shall (or shall cause the Manager on their behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York
City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days
prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made
available to the Master Issuer (on behalf of the Co-Issuers)). Such notice shall be in the form of a Swingline Advance Request in the form attached hereto as
Exhibit A-2 (a “Swingline Loan Request”), Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such
receipt), the Swingline Lender shall promptly notify the Control Party, the Trustee and the Administrative Agent thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt
of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2015-1 Class A-1 Outstanding Subfacility Amount
held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the
Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. If the Administrative Agent confirms that the Series 2015-1 Class A-1 Outstanding Principal Amount would not
exceed the Series 2015-1 Class A-1 Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the
other conditions set forth herein and in the Series 2015-1 Supplement, the Swingline Lender shall make available to the Master Issuer (on behalf of the Co-Issuers) in accordance with the payment
instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. 

(c) The Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to
Section 2.06(a) shall constitute the promise and obligation of the Co-Issuers jointly and severally to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to
Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2015-1 Class A-1 Outstanding Principal Amount. 

(d) In accordance with Section 2.03(a), the Co-Issuers agree to cause requests for Borrowings to be made at least
one time per week if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline
Loans shall bear interest at the Base Rate. 

  
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 (e) [Reserved]. 

(f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of
Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or Guarantor or if, for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by
Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the
then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor
Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. 

(g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline
Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will
return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. 
 (h) Each
applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute
and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Co-Issuers may have against the Swingline Lender,
the Co-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time
the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person or
(v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 
 (i) The
Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of
the Swingline Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment. 

  
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 (j) The Co-Issuers may, upon notice to the Swingline Lender (who shall promptly
notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by
the Swingline Lender not later than 11:00 a.m. (New York City time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the
entire principal amount thereof then outstanding and (z) if the source of funds for such prepayment is not a Borrowing, there shall be no unreimbursed Servicing Advances or Manager Advances (or interest thereon) at such time. Each such notice
shall specify the date and amount of such prepayment. If such notice is given, the Co-Issuers shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified
therein. 
 Section 2.07 L/C Commitment. 

(a) Subject to the terms and conditions hereof, the L/C Provider (or its permitted assigns pursuant to
Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 2.09, agrees to provide standby letters of credit, including Interest Reserve Letters of Credit (each, a
“Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Co-Issuers on any Business Day during the period commencing on the Series 2015-1 Closing Date and ending on the date that is ten
(10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the L/C Provider; provided that the L/C Provider shall have no
obligation or right to provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Series 2015-1 Class A-1 Outstanding
Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. 
 Each Letter of Credit shall (x) be
denominated in Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (z) expire no later than the earlier of
(A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit
may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of
Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided,
further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by
the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and
absolute discretion 

  
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have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such
that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. 

Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior
Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be
required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings
under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. 

The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or
cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 

(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants,
representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2015-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the
Series 2015-1 Closing Date. Such initial Series 2015-1 Class A-1 L/C Note shall be dated the Series 2015-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall
have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with
the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2015-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note in an amount
corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2015-1
Class A-1 L/C Note and shall be deemed to be Series 2015-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for
purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or
decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the
Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. 

  
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 (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time
to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the
Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the
foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2015-1 Closing Date. Upon receipt of any completed Application, the
L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject
to the other conditions set forth herein and in the Series 2015-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2015-1 Class A-1 Outstanding Subfacility
Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2015-1 Class A-1 Outstanding
Principal Amount would not exceed the Series 2015-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and
to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of
Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall
promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider
and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent,
which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). 

(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined
in the Series 2015-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. 

(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the
applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. 

  
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 (f) To the extent that any provision of any Application related to any Letter of
Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. 

(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider,
effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the
Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not
exceed the aggregate Commitment Amounts. 
 (h) The L/C Provider shall satisfy its obligations under this
Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the
issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the
Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer
of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is
satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than
“P-2” from Moody’s and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Moody’s or “BBB” from S&P or such other minimum long-term unsecured debt
rating as may be reasonably required by the beneficiary of such proposed Letter of Credit. 
 (i) The L/C Provider and, if
the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, the L/C Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Provider or the L/C Issuing Bank, as applicable, from issuing the Letter of Credit or (ii) any law applicable to the L/C Provider or the L/C Issuing Bank, as applicable, or any request or
directive (which request or directive, in the reasonable judgment of the L/C Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the L/C Provider or the L/C Issuing Bank, as
applicable, shall prohibit the L/C Provider or the L/C Issuing Bank, as applicable, from issuing of letters of credit generally or the Letter of Credit in particular. 

(j) Unless otherwise expressly agreed by the L/C Provider or the L/C Issuing Bank, as applicable, and the Co-Issuers when a
Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance)
shall apply to each standby Letter of Credit issued hereunder. 

  
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 (k) For the avoidance of doubt, the L/C Commitment shall be a sub-facility limit
of the Commitment Amounts and aggregate outstanding L/C Obligations as of any date of determination shall be a component of the Series 2015-1 Class A-1 Outstanding Principal Amount on such date of
determination, pursuant to the definition thereof. 
 (l) If, on the date that is five (5) Business Days prior to the
expiration of any Interest Reserve Letter of Credit, such Interest Reserve Letter of Credit has not been replaced or renewed and the Co-Issuers have not otherwise deposited funds into the Senior Notes Interest Reserve Account or the Senior
Subordinated Notes Interest Reserve Account, as applicable, in the amounts that would otherwise be required pursuant to the Indenture had such Interest Reserve Letter of Credit not been issued, the Master Issuer or the Control Party on its behalf
will submit a notice of drawing under such Interest Reserve Letter of Credit and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in
an amount equal to the Senior Notes Interest Reserve Account Deficient Amount or the Senior Subordinated Notes Interest Reserve Account Deficient Amount, as applicable, on such date, in each case calculated as if such Interest Reserve Letter of
Credit had not been issued. 
 (m) Each of the parties hereto shall execute any amendments to this Agreement reasonably
requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the Co-Issuers pursuant to Section 2.07(h) hereto or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been
issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank.” 
 Section 2.08 L/C Reimbursement
Obligations. 
 (a) For the purpose of reimbursing the payment of any draft presented under any Letter of Credit, the Co-Issuers jointly and severally agree to pay, as set forth in this Section 2.08, the L/C Provider, for its own account or for the account of the L/C Issuing Bank, as applicable, within five Business
Days after the day (subject to and in accordance with the Priority of Payments) on which the L/C Provider notifies the Co-Issuers and the Administrative Agent (and in each case the Administrative Agent shall promptly, and in any event by 3:00 p.m.
(New York City time) on the same Business Day as its receipt of the same, notify the Funding Agents) of the date and the amount of such draft, an amount in U.S. Dollars equal to the sum of (i) the amount of such draft so paid (the “L/C
Reimbursement Amount”) and (ii) any taxes, fees, charges or other costs or expenses (including amounts payable pursuant to Section 3.02(c), and collectively, the “L/C Other Reimbursement Costs”) incurred by
the L/C Issuing Bank in connection with such payment. Each drawing under any Letter of Credit shall (unless an Event of Bankruptcy shall have occurred and be continuing with respect to the Co-Issuers or any Guarantor, in which cases the procedures
specified in Section 2.09 for funding by Committed Note Purchasers shall apply) constitute a request by the Co-Issuers to the Administrative Agent and each Funding Agent for a Base Rate Borrowing pursuant to Section 2.03 in
the amount equal to the applicable L/C Reimbursement Amount and the Co-Issuers shall be deemed to have made such request pursuant to the 

  
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procedures set forth in Section 2.03. The applicable Investors in each Investor Group hereby agree to make Advances in an aggregate amount for each Investor Group equal to such
Investor Group’s Commitment Percentage of the L/C Reimbursement Amount to pay the L/C Provider. The Borrowing date with respect to such Borrowing shall be the first date on which a Base Rate Borrowing could be made pursuant to
Section 2.03 if the Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the L/C Provider of such drawing under such Letter of Credit. Such Investors shall make the amount
of such Advances available to the Administrative Agent in immediately available funds not later than 3:00 p.m. (New York City time) on such Borrowing date, and the proceeds of such Advances shall be immediately made available by the Administrative
Agent to the L/C Provider for application to the reimbursement of such drawing. 
 (b) The Co-Issuers’ obligations
under Section 2.08(a) shall be absolute and unconditional, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances and irrespective of (i) any setoff, counterclaim or defense
to payment that the Co-Issuers may have or have had against the L/C Provider, the L/C Issuing Bank, any beneficiary of a Letter of Credit or any other Person; (ii) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein; (iii) payment by the L/C Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; (iv) payment by the
L/C Issuing Bank under a 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 such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code or any other liquidation, conservatorship, assignment for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization or similar debtor relief laws of any jurisdictions or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this
Section 2.08(b), constitute a legal or equitable discharge of, or provide a right of setoff against, any Co-Issuer’s obligations hereunder. The Co-Issuers also agree that the L/C Provider and the L/C Issuing Bank shall not be
responsible for, and the Co-Issuers’ Reimbursement Obligations under Section 2.08(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents
shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Co-Issuers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the
Co-Issuers against any beneficiary of such Letter of Credit or any such transferee. Neither the L/C Provider nor the L/C Issuing Bank shall be liable for any error, omission, interruption, loss or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit, except for direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Co-Issuers to the extent permitted by applicable
law) caused by errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Provider or the L/C Issuing Bank, as the case may be. The
Co-Issuers agree that any action taken or omitted by the L/C Provider or the L/C Issuing Bank, as the case may be, under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or
willful misconduct 

  
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and in accordance with the standards of care specified in the UCC of the State of New York, shall be binding on the Co-Issuers and shall not result in any liability of the L/C Provider or the L/C
Issuing Bank to the Co-Issuers. As between the Co-Issuers and the L/C Issuing Bank, the Co-Issuers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to such beneficiary’s or transferee’s use of
any Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the Co-Issuers agree with the L/C Issuing Bank that, with respect to documents presented that appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the L/C Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 

(c) If any draft shall be presented for payment under any Letter of Credit, the L/C Provider shall promptly notify the
Manager, the Co-Issuers and the Administrative Agent of the date and amount thereof. The responsibility of the applicable L/C Issuing Bank to the Co-Issuers in connection with any draft presented for payment under any Letter of Credit shall, 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 and, in paying such draft, such L/C Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or
to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person(s) executing or delivering any such document. 

Section 2.09 L/C Participations. 

(a) The L/C Provider irrevocably agrees to grant and hereby grants to each Committed Note Purchaser, and, to induce the L/C
Provider to provide Letters of Credit hereunder (and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented
thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the L/C Provider, on the terms and conditions set forth below, for such Committed Note Purchaser’s
own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s obligations and rights under and in respect of each Letter of Credit
provided hereunder and the L/C Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably
agrees with the L/C Provider that, if a draft is paid under any Letter of Credit for which the L/C Provider is not paid in full by the Co-Issuers in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the
Administrative Agent upon demand of the L/C Provider an amount equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Reimbursement Amount with respect to such draft, or any part
thereof, that is not so paid. 

  
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 (b) If any amount required to be paid by any Committed Note Purchaser to the
Administrative Agent for forwarding to the L/C Provider pursuant to Section 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Provider under any Letter of Credit is paid to the Administrative
Agent for forwarding to the L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Provider 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 L/C
Provider, 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 Committed Note Purchaser pursuant to
Section 2.09(a) is not made available to the Administrative Agent for forwarding to the L/C Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, the L/C Provider shall be
entitled to recover from such Committed Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of the L/C Provider submitted to any Committed Note Purchaser with respect to any
amounts owing under this Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction
for any withholding Taxes. 
 (c) Whenever, at any time after payment has been made under any Letter of Credit and the L/C
Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with Section 2.09(a), the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit
(whether directly from the Co-Issuers or otherwise, including proceeds of collateral applied thereto by the L/C Provider), or any payment of interest on account thereof, the Administrative Agent or the L/C Provider, as the case may be, will
distribute to such Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the L/C Provider, as the case may be, shall be required
to be returned by the Administrative Agent or the L/C Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the
L/C Provider, as the case may be, to it. 
 (d) Each Committed Note Purchaser’s obligation to make the Advances
referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including
(i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse
change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in
compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 

  
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 ARTICLE III 

INTEREST AND FEES 

Section 3.01 Interest. 

(a) To the extent that an Advance is funded or maintained by a Conduit Investor through the issuance of Commercial Paper, such
Advance shall bear interest at the CP Rate applicable to such Conduit Investor. To the extent that, and only for so long as, an Advance is funded or maintained by a Conduit Investor through means other than the issuance of Commercial Paper (based on
its determination in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper in the commercial paper market of the United States to
finance its purchase or maintenance of such Advance or any portion thereof (which determination may be based on any allocation method employed in good faith by such Conduit Investor), including by reason of market conditions or by reason of
insufficient availability under any of its Program Support Agreement or the downgrading of any of its Program Support Providers), such Advance shall bear interest at (i) the Base Rate or (ii) if the required notice has been given pursuant
to Section 3.01(b) with respect to such Advance, for any Eurodollar Interest Period, the Eurodollar Rate applicable to such Eurodollar Interest Period for such Advance, in each case except as otherwise provided in the definition of
Eurodollar Interest Period or in Sections 3.03 or 3.04. Each Advance funded or maintained by a Committed Note Purchaser or a Program Support Provider shall bear interest at (i) the Base Rate or (ii) if the required notice has
been given pursuant to Section 3.01(b) with respect to such Advance, for any Eurodollar Interest Period, the Eurodollar Rate applicable to such Eurodollar Interest Period for such Advance, in each case except as otherwise provided in the
definition of Eurodollar Interest Period or in Sections 3.03 or 3.04. By (x) 11:00 a.m. (New York City time) on the second Business Day preceding each Accounting Date, each Funding Agent shall notify the Administrative Agent of
the applicable CP Rate for each Advance made by its Investor Group that was funded or maintained through the issuance of Commercial Paper and was outstanding during all or any portion of the Interest Period ending immediately prior to such
Accounting Date and (y) 3:00 p.m. (New York City time) on the second Business Day preceding each Accounting Date, the Administrative Agent shall notify the Master Issuer (on behalf of the Co-Issuers), the Manager, the Trustee, the Servicer and
the Funding Agents of such applicable CP Rate and of the applicable interest rate for each other Advance for such Interest Period and of the amount of interest accrued on Advances during such Interest Period. 

(b) With respect to any Advance (other than one funded or maintained by a Conduit Investor through the issuance of Commercial
Paper), so long as no Potential Rapid Amortization Event, Rapid Amortization Period or Event of Default has commenced and is continuing, the Master Issuer may elect that such Advance bear interest at the Eurodollar Rate for any Eurodollar Interest
Period (which shall be a period with a term of, at the election of the Co-Issuers subject to the proviso in the definition of Eurodollar Interest Period, one month, two months, three months or six months, or such other time period subsequent to such
date not to exceed six months as agreed upon by the Master Issuer and the Administrative Agent) while such Advance is outstanding to the extent provided in Section 3.01(a) by giving notice thereof (including notice of the
Co-Issuers’ election of the term for 

  
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the applicable Eurodollar Interest Period) to the Funding Agents prior to 12:00 p.m. (New York City time) on the date which is three (3) Eurodollar Business Days prior to the commencement of
such Eurodollar Interest Period. If such notice is not given in a timely manner, such Advance shall bear interest at the Base Rate. Each such conversion to or continuation of Eurodollar Advances for a new Eurodollar Interest Period in accordance
with this Section 3.01(b) shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. 

(c) Any outstanding Swingline Loans and Unreimbursed L/C Drawings shall bear interest at the Base Rate. By (x) 11:00 a.m.
(New York City time) on the second Business Day preceding each Accounting Date, the Swingline Lender shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Swingline Loans during the Interest Period
ending on such date and the L/C Provider shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Unreimbursed L/C Drawings during such Interest Period and the amount of fees accrued on any Undrawn L/C Face
Amounts during such Interest Period and (y) 3:00 p.m. (New York City time) on such date, the Administrative Agent shall notify the Servicer, the Trustee, the Master Issuer (on behalf of the Co-Issuers) and the Manager of the amount of such
accrued interest and fees as set forth in such notices. 
 (d) All accrued interest pursuant to Sections 3.01(a) or
(c) shall be due and payable in arrears on each Quarterly Payment Date in accordance with the applicable provisions of the Indenture. 

(e) In addition, under the circumstances set forth in Section 3.4 of the Series 2015-1 Supplement, the Co-Issuers shall
jointly and severally pay quarterly interest in respect of the Series 2015-1 Class A-1 Outstanding Principal Amount in an amount equal to the Series 2015-1 Class A-1 Quarterly Post-Renewal Date Contingent Interest payable pursuant to such
Section 3.4, subject to and in accordance with the Priority of Payments. 
 (f) All computations of interest at the CP
Rate and the Eurodollar Rate, all computations of Series 2015-1 Class A-1 Quarterly Post-Renewal Date Contingent Interest (other than any accruing on any Base Rate Advances) and all computations of fees shall be made on the basis of a year of
360 days and the actual number of days elapsed. All computations of interest at the Base Rate and all computations of Series 2015-1 Class A-1 Quarterly Post-Renewal Date Contingent Interest accruing on any Base Rate Advances shall be made on
the basis of a 365- (or 366-, as applicable) day year and actual number of days elapsed. Whenever any payment of interest, principal or fees hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, unless specified otherwise in the Indenture, and such extension of time shall be included in the computation of the amount of interest owed. Interest shall accrue on each Advance, Swingline Loan and Unreimbursed L/C Drawing from and
including the day on which it is made to but excluding the date of repayment thereof. 

  
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 Section 3.02 Fees. 

(a) The Co-Issuers jointly and severally shall pay to the Administrative Agent for its own account the Administrative Agent
Fees (as defined in the Series 2015-1 Class A-1 VFN Fee Letter, collectively, the “Administrative Agent Fees”) in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of
Payments. 
 (b) On each Quarterly Payment Date on or prior to the Commitment Termination Date, the Co-Issuers jointly and
severally shall, in accordance with Section 4.01, pay to each Funding Agent, for the account of the related Committed Note Purchaser(s), the Undrawn Commitment Fees (as defined in the Series 2015-1 Class A-1 VFN Fee Letter, the
“Undrawn Commitment Fees”) in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. 

(c) The Co-Issuers jointly and severally shall pay (i) the fees required pursuant to Section 2.07 in respect
of Letters of Credit and (ii) any other fees set forth in the Series 2015-1 Class A-1 VFN Fee Letter (including the Upfront Commitment Fee and any Extension Fees (each, as defined in the Series 2015-1 Class A-1 VFN Fee Letter)),
subject to the Priority of Payments. 
 (d) All fees payable pursuant to this Section 3.02 shall be calculated
in accordance with Section 3.01(f) and paid on the date due in accordance with the applicable provisions of the Indenture. Once paid, all fees shall be nonrefundable under all circumstances other than manifest error. 

Section 3.03 Eurodollar Lending Unlawful. If any Investor or Program Support Provider shall determine that any Change in Law
makes it unlawful, or any Official Body asserts that it is unlawful, for any such Person to fund or maintain any Advance as a Eurodollar Advance, the obligation of such Person to fund or maintain any such Advance as a Eurodollar Advance shall, upon
such determination, forthwith be suspended until such Person shall notify the Administrative Agent, the related Funding Agent, the Manager and the Co-Issuers that the circumstances causing such suspension no longer exist, and all then-outstanding
Eurodollar Advances of such Person shall be automatically converted into Base Rate Advances at the end of the then-current Eurodollar Interest Period with respect thereto or sooner, if required by such law or assertion. For purposes of this
Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect
and been adopted subsequent to the date hereof. 
 Section 3.04 Deposits Unavailable. If the Administrative Agent shall have
determined that: 
 (a) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist
for ascertaining the interest rate applicable hereunder to the Eurodollar Advances; or 
 (b) with respect to any interest
rate otherwise applicable hereunder to any Eurodollar Advances the Eurodollar Interest Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Eurodollar Advances have determined that such interest rate
will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Period, 

  
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 then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the
Administrative Agent shall give upon obtaining actual knowledge that such percentage of the Investor Groups have so determined) to the Funding Agents, the Manager and the Master Issuer (on behalf of the Co-Issuers), the obligations of the Investors
to fund or maintain any Advance as a Eurodollar Advance after the end of the then-current Eurodollar Interest Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base
Rate Advances until the Administrative Agent has notified the Funding Agents and the Master Issuer (on behalf of the Co-Issuers) that the circumstances causing such suspension no longer exist. 

Section 3.05 Increased Costs, etc. The Co-Issuers jointly and severally agree to reimburse each Investor and any Program Support
Provider (each, an “Affected Person”, which term, for purposes of Sections 3.07 and 3.08 and 3.09, shall also include the Swingline Lender and the L/C Issuing Bank) for any increase in the cost of, or any
reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to fund or maintain) any
Advances that arise in connection with any Change in Law, except for any Change in Law with respect to increased capital costs and Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or not amounts are
payable thereunder in respect thereof). For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case,
pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof. Each such demand shall be provided to the related Funding Agent and the Co-Issuers in writing and shall state, in reasonable detail, the
reasons therefor and the additional amount required fully to compensate such Affected Person for such increased cost or reduced amount of return. Such additional amounts (“Increased Costs”) shall be deposited into the Collection
Account by the Co-Issuers within five (5) Business Days of receipt of such notice to be payable as Class A-1 Senior Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the
Administrative Agent to such Funding Agent and by such Funding Agent directly to such Affected Person, and such notice shall, in the absence of manifest error, be conclusive and binding on the Co-Issuers; provided that with respect to any
notice given to the Co-Issuers under this Section 3.05, the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant
Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions in the rate of return (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

  
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 Section 3.06 Funding Losses. In the event any Affected Person shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any portion of the principal amount of any Advance as a Eurodollar
Advance) as a result of: 
 (a) any conversion, repayment, prepayment or redemption (for any reason, including, without
limitation, as a result of any Mandatory Decrease or Voluntary Decrease, or the acceleration of the maturity of such Eurodollar Advance) of the principal amount of any Eurodollar Advance on a date other than the scheduled last day of the Eurodollar
Interest Period applicable thereto; 
 (b) any Advance not being funded or maintained as a Eurodollar Advance after a
request therefor has been made in accordance with the terms contained herein (for a reason other than the failure of such Affected Person to make an Advance after all conditions thereto have been met); or 

(c) any failure of the Co-Issuers to make a Mandatory Decrease or a Voluntary Decrease, prepayment or redemption with respect
to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Series 2015-1 Supplement; 
 then, upon the written
notice of any Affected Person to the related Funding Agent and the Co-Issuers, the Co-Issuers jointly and severally shall deposit into the Collection Account (within five (5) Business Days of receipt of such notice) to be payable as
Class A-1 Senior Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and such Funding Agent shall pay directly to such Affected
Person such amount (“Breakage Amount” or “Series 2015-1 Class A-1 Breakage Amount”) as will (in the reasonable determination of such Affected Person) reimburse such Affected Person for such loss or expense;
provided that with respect to any notice given to the Co-Issuers under this Section 3.06, the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months
prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in
the absence of manifest error, be conclusive and binding on the Co-Issuers. 
 Section 3.07 Increased Capital or Liquidity
Costs. If any Change in Law affects or would affect the amount of capital or liquidity required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person and such Affected Person determines in
its sole and absolute discretion that the rate of return on its or such controlling Person’s capital as a consequence of its commitment hereunder or under a Program Support Agreement or the Advances, Swingline Loans or Letters of Credit made or
issued by such Affected Person is reduced to a level below that which such Affected Person or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in any such case after notice from time to time by such
Affected Person (or in the case of an L/C Issuing Bank, by the L/C Provider) to the related Funding Agent and the Co-Issuers (or, in the case of the Swingline Lender or the L/C Provider, to the Co-Issuers), the Co-Issuers jointly and severally shall
deposit into the Collection Account within five (5) Business Days of the Co-Issuers’ 

  
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receipt of such notice, to be payable as Class A-1 Senior Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the
Administrative Agent to such Funding Agent (or, in the case of the Swingline Lender or the L/C Provider, directly to such Person) and such Funding Agent shall pay to such Affected Person, such amounts (“Increased Capital Costs”) as
will be sufficient to compensate such Affected Person or such controlling Person for such reduction in rate of return; provided that with respect to any notice given to the Co-Issuers under this Section 3.07, the Co-Issuers shall
not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the Change in Law
(except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). A statement of such Affected
Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Co-Issuers. In determining such additional amount, such Affected
Person may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions. For purposes of this Agreement, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof.

 Section 3.08 Taxes. 

(a) Except as otherwise required by law, all payments by the Co-Issuers of principal of, and interest on, the Advances, the Swingline Loans
and the L/C Obligations and all other amounts payable hereunder (including fees) shall be made free and clear of and without deduction or withholding for or on account of any present or future income, excise, documentary, property, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges in the nature of a tax imposed by any taxing authority including all interest, penalties or additions to tax and other liabilities with respect thereto (all such taxes,
fees, duties, withholdings and other charges, and including all interest, penalties or additions to tax and other liabilities with respect thereto, being called “Class A-1 Taxes”), but excluding in the case of any Affected Person
(i) net income, franchise (imposed in lieu of net income) or similar Class A-1 Taxes (and including branch profits or alternative minimum Class A-1 Taxes) and any other Class A-1 Taxes imposed or levied on the Affected Person as
a result of a connection between the Affected Person and the jurisdiction of the Governmental Authority imposing such Class A-1 Taxes (or any political subdivision or taxing authority thereof or therein) (other than any such connection arising
solely from such Affected Person having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Related Document), (ii) with respect to any Affected Person organized under the laws
of a jurisdiction other than the United States or any state of the United States (“Foreign Affected Person”), any withholding Tax that is imposed on amounts payable to the Foreign Affected Person at the time the Foreign Affected
Person becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Affected Person (or its assignor, if 

  
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any) was already entitled, at the time of the designation of the new lending office (or assignment), to receive additional amounts from the Co-Issuers with respect to withholding Tax,
(iii) with respect to any Affected Person, any Class A-1 Taxes imposed under FATCA, (iv) any backup withholding Tax and (v) with respect to any Affected Person, any Class A-1 Taxes imposed as a result of such Affected
Person’s failure to comply with Section 3.08(d) (such Class A-1 Taxes not excluded by (i), (ii), (iii) and (iv) above being called “Non-Excluded Taxes”). If any Class A-1 Taxes are imposed and required
by law to be withheld or deducted from any amount payable by the Co-Issuers hereunder to an Affected Person, then, if such Class A-1 Taxes are Non-Excluded Taxes, (x) the amount of the payment shall be increased so that such payment is
made, after withholding or deduction for or on account of such Non-Excluded Taxes, in an amount that is not less than the amount equal to the sum that would have been received by the Affected Person had no such deduction or withholding been required
and (y) the Co-Issuers shall withhold the amount of such Class A-1 Taxes from such payment (as increased, if applicable, pursuant to the preceding clause (x)) and shall pay such amount, subject to and in accordance with the Priority of
Payments, to the taxing authority imposing such Class A-1 Taxes in accordance with applicable law. 
 (b) Moreover, if any
Non-Excluded Taxes are directly asserted against any Affected Person with respect to any payment received by such Affected Person from the Co-Issuers or otherwise in respect of any Related Document or the transactions contemplated therein, such
Affected Person may pay such Non-Excluded Taxes and the Co-Issuers will jointly and severally, within fifteen (15) Business Days of the related Funding Agent’s and Co-Issuers’ receipt of written notice stating the amount of such
Non-Excluded Taxes (including the calculation thereof in reasonable detail), deposit into the Collection Account, to be distributed as Class A-1 Senior Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the
Administrative Agent and by the Administrative Agent to such Funding Agent and by such Funding Agent directly to such Affected Persons, such additional amounts (collectively, “Increased Tax Costs,” which term shall include all
amounts payable by or on behalf of any Co-Issuer pursuant to this Section 3.08) as is necessary in order that the net amount received by such Affected Person after the payment of such Non-Excluded Taxes (including any Non-Excluded Taxes
on such Increased Tax Costs) shall equal the amount such Person would have retained had no such Non-Excluded Taxes been asserted. Any amount payable to an Affected Person under this Section 3.08 shall be reduced by, and Increased Tax
Costs shall not include, the amount of incremental damages (including Class A-1 Taxes) due or payable by any Co-Issuer as a direct result of such Affected Person’s failure to demand from the Co-Issuers additional amounts pursuant to this
Section 3.08 within 180 days from the date on which the related Non-Excluded Taxes were incurred. 
 (c) As promptly as
practicable after the payment of any Class A-1 Taxes, and in any event within thirty (30) days of any such payment being due, the Co-Issuers shall furnish to each applicable Affected Person or its agents a certified copy of an official
receipt (or other documentary evidence satisfactory to such Affected Person and agents) evidencing the payment of such Class A-1 Taxes. 

(d) Each Affected Person, on or prior to the date it becomes a party to this Agreement (and from time to time thereafter as soon as
practicable after the obsolescence or invalidity of any form or document previously delivered or within a reasonable period of time 

  
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following a written request by the Co-Issuers), shall deliver to any Co-Issuer (or to more than one Co-Issuer, as the Co-Issuers may reasonably request) and the Administrative Agent a U.S.
Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8IMY or Form W-9, as applicable, or applicable successor form, or such other forms or documents (or successor forms or documents), appropriately completed and executed, as may
be applicable, as will permit such Co-Issuer (or Co-Issuers) or the Administrative Agent, in their reasonable determination, to establish the extent to which a payment to such Affected Person is exempt from, or eligible for a reduced rate of, United
States federal withholding Taxes including but not limited to, such information necessary to claim the benefits of the exemption for portfolio interest under section 881(c) of the Code and to determine whether or not such Affected Person is subject
to backup withholding or information reporting requirements. Promptly following the receipt of a written request by the Co-Issuers or the Administrative Agent, each Affected Person shall deliver to any Co-Issuer (or to more than one Co-Issuer, as
the Co-Issuers may reasonably request) and the Administrative Agent any other forms or documents (or successor forms or documents), appropriately completed and executed, as may be applicable to establish the extent to which a payment to such
Affected Person is exempt from withholding or deduction of Non-Excluded Taxes other than United States federal withholding Taxes. The Co-Issuers and the Administrative Agent (or other withholding agent selected by the Co-Issuers) may rely on any
form or document provided pursuant to this Section 3.08(d) until notified otherwise by the Affected Person that delivered such form or document. Notwithstanding anything to the contrary, no Affected Person shall be required to deliver
any documentation that it is not legally eligible to deliver as a result of a change in applicable law after the time the Affected Person becomes a party to this Agreement (or designates a new lending office). 

(e) The Administrative Agent, Trustee, Paying Agent or any other withholding agent may deduct and withhold any Class A-1
Taxes required by any laws to be deducted and withheld from any payments pursuant to this Agreement. 
 (f) If any Governmental Authority
asserts that the Co-Issuers or the Administrative Agent or other withholding agent did not properly withhold or backup withhold, as the case may be, any Class A-1 Taxes from payments made to or for the account of any Affected Person, then to
the extent such improper withholding or backup withholding was directly caused by such Affected Person’s actions or inactions, such Affected Person shall indemnify the Co-Issuers, Trustee, Paying Agent and the Administrative Agent for any
Class A-1 Taxes imposed by any jurisdiction on the amounts payable to the Co-Issuers and the Administrative Agent under this Section 3.08, and costs and expenses (including attorney costs) of the Co-Issuers, Trustee, Paying Agent and the
Administrative Agent. The obligation of the Affected Persons, severally, under this Section 3.08 shall survive any assignment of rights by, or the replacement of, an Affected Person or the termination of the aggregate Commitments, repayment of
all other Obligations hereunder and the resignation of the Administrative Agent. 
 (g) Prior to the Series 2015-1 Closing Date, the
Administrative Agent will provide the Co-Issuers with a properly executed and completed U.S. Internal Revenue Service Form W-8IMY or W-9, as appropriate. 

(h) If an Affected Person determines, in its sole reasonable discretion, that it has received a refund of any Non-Excluded Taxes as to which
it has been indemnified 

  
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pursuant to this Section 3.08 or as to which it has been paid additional amounts pursuant to this Section 3.08, it shall promptly notify the Co-Issuers and the Manager in
writing of such refund and shall, within 30 days after receipt of a written request from the Co-Issuers, pay over such refund to a Co-Issuer (but only to the extent of indemnity payments made or additional amounts paid to such Affected Person under
this Section 3.08 with respect to the Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket expenses (including the net amount of Taxes, if any, imposed on or with respect to such refund or payment) of the Affected
Person and without interest (other than any interest paid by the relevant taxing authority that is directly attributable to such refund of such Non-Excluded Taxes); provided that the Co-Issuers, immediately upon the request of the Affected
Person to any Co-Issuer (which request shall include a calculation in reasonable detail of the amount to be repaid) agrees to repay the amount of the refund (and any applicable interest) (plus any penalties, interest or other charges imposed by the
relevant taxing authority with respect to such amount) to the Affected Person in the event the Affected Person or any other Person is required to repay such refund to such taxing authority. This Section 3.08 shall not be construed to
require the Affected Person to make available its Tax returns (or any other information relating to its Taxes that it reasonably deems confidential) to the Co-Issuers or any other Person. 

Section 3.09 Change of Lending Office. Each Committed Note Purchaser agrees that, upon the occurrence of any event giving rise to
the operation of Sections 3.05 or 3.07 or the payment of additional amounts under Sections 3.08(a) or (b), in each case with respect to an Affected Person in such Committed Note Purchaser’s Investor Group, it will,
if requested by the Co-Issuers, use reasonable efforts (subject to overall policy considerations of such Committed Note Purchaser) to designate, or cause the designation of, another lending office for any Advances affected by such event with the
object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Committed Note Purchaser, cause such Committed Note Purchaser and its lending office(s) or the related
Affected Person to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 3.09 shall affect or postpone any of the obligations of the Co-Issuers or the rights of any Committed
Note Purchaser pursuant to Sections 3.05, 3.07 and 3.08. If a Committed Note Purchaser notifies the Co-Issuers in writing that such Committed Note Purchaser will be unable to designate, or cause the designation of, another
lending office, the Co-Issuers may replace every member (but not any subset thereof) of such Committed Note Purchaser’s entire Investor Group by giving written notice to each member of such Investor Group and the Administrative Agent
designating one or more Persons that are willing and able to purchase each member of such Investor Group’s rights and obligations under this Agreement for a purchase price that, with respect to each such member of such Investor Group, will
equal the amount owed to each such member of such Investor Group with respect to the Series 2015-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2015-1 Class A-1 Advance Notes or otherwise). Upon
receipt of such written notice, each member of such Investor Group shall assign its rights and obligations under this Agreement pursuant to and in accordance with Sections 9.17(a), (b) and (c), as applicable, in
consideration for such purchase price and at the reasonable expense of the Co-Issuers (including, without limitation, the reasonable documented fees and out-of-pocket expenses of counsel to each such member); provided, however, that no
member of such Investor Group shall be obligated to assign any of its rights and obligations under this Agreement if the purchase price to be paid to such member is not at least equal to the amount owed to such member with respect to the Series
2015-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2015-1 Class A-1 Advance Notes or otherwise). 

  
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 ARTICLE IV 

OTHER PAYMENT TERMS 

Section 4.01 Time and Method of Payment (Amounts Distributed by the Administrative Agent). Except as otherwise provided in
Section 4.02, all amounts payable to any Funding Agent or Investor hereunder or with respect to the Series 2015-1 Class A-1 Advance Notes shall be made to the Administrative Agent for the benefit of the applicable Person, by wire
transfer of immediately available funds in Dollars not later than 1:00 p.m. (New York City time) on the date due. The Administrative Agent will promptly, and in any event by 5:00 p.m. (New York City time) on the same Business Day as its receipt or
deemed receipt of the same, distribute to the applicable Funding Agent for the benefit of the applicable Person, or upon the order of the applicable Funding Agent for the benefit of the applicable Person, its pro rata share (or other applicable
share as provided herein) of such payment by wire transfer in like funds as received. 
 Except as otherwise provided in
Section 2.07 and Section 4.02, all amounts payable to the Swingline Lender or the L/C Provider hereunder or with respect to the Swingline Loans and L/C Obligations shall be made to or upon the order of the Swingline Lender or
the L/C Provider, respectively, by wire transfer of immediately available funds in Dollars not later than 1:00 p.m. (New York City time) on the date due. Any funds received after that time on such date will be deemed to have been received on the
next Business Day. 
 The Co-Issuers’ obligations hereunder in respect of any amounts payable to any Investor shall be discharged to
the extent funds are disbursed by the Co-Issuers to the Administrative Agent as provided herein or by the Trustee or Paying Agent in accordance with Section 4.02, whether or not such funds are properly applied by the Administrative Agent
or by the Trustee or Paying Agent. The Administrative Agent’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Administrative Agent to the applicable Funding
Agent as provided herein whether or not such funds are properly applied by such Funding Agent. 
 Section 4.02 Order of
Distributions (Amounts Distributed by the Trustee or the Paying Agent). (a) Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2015-1 Class A-1 Distribution Account (including amounts in respect of
accrued interest, letter of credit fees or undrawn commitment fees but excluding amounts allocated for the purpose of reducing the Series 2015-1 Class A-1 Outstanding Principal Balance shall be distributed by the Trustee or the Paying Agent, as
applicable, on the date due and payable under the Indenture and in the manner provided therein, ratably to the Series 2015-1 Class A-1 Noteholders of record on the applicable Record Date in respect of the amounts due to such payees at each
applicable level of the Priority of Payments, in accordance with the applicable Quarterly Manager’s Certificate or the written report provided to the Trustee pursuant to Section 2.2(b) of the Series 2015-1 Supplement, as applicable. 

  
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 (b) Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2015-1
Class A-1 Distribution Account for the purpose of reducing the Series 2015-1 Class A-1 Outstanding Principal Balance shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture
and in the manner provided therein, to the Series 2015-1 Class A-1 Noteholders of record on the applicable Record Date, in the following order of priority (which the Co-Issuers shall cause to be set forth in the applicable Quarterly
Manager’s Certificate or the written report provided to the Trustee pursuant to Section 2.2(b) of the Series 2015-1 Supplement, as applicable): first, to the Swingline Lender and the L/C Provider in respect of outstanding Swingline
Loans and Unreimbursed L/C Drawings, ratably in proportion to the respective amounts due to such payees; second, to the other Series 2015-1 Class A-1 Noteholders in respect of their outstanding Advances, ratably in proportion thereto;
and, third, any balance remaining of such amounts (up to an aggregate amount not to exceed the amount of Undrawn L/C Face Amounts at such time) shall be paid to the L/C Provider, to be deposited by the L/C Provider into a cash collateral
account in the name of the L/C Provider in accordance with Section 4.03(b). 
 (c) Any amounts distributed to the
Administrative Agent pursuant to the Priority of Payments in respect of any other amounts related to the Class A-1 Notes shall be distributed by the Administrative Agent in accordance with Section 4.01 on the date such amounts are
due and payable hereunder to the applicable Series 2015-1 Class A-1 Noteholders and/or the Administrative Agent for its own account, as applicable, ratably in proportion to the respective aggregate of such amounts due to such payees. 

Section 4.03 L/C Cash Collateral. (a) If, as of any date, any Undrawn L/C Face Amounts remain in effect, the Co-Issuers at
their option may provide cash collateral (“Voluntary Cash Collateral”) in an amount equal to all or any part of such Undrawn L/C Face Amounts. Notwithstanding the foregoing, as of the Required Expiration Date, if any Undrawn L/C
Face Amounts remain in effect, the Co-Issuers shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided
pursuant to Section 4.02, this Section 4.03(a) or 9.18(c)(ii)) to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the Master Issuer in accordance with
Section 4.03(b) or (ii) other than with respect to Interest Reserve Letters of Credit, make arrangements satisfactory to the L/C Provider in its sole and absolute discretion with the L/C Provider (and, if the L/C Provider is not the
L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that any Letters of Credit that remain outstanding as of the date that is ten Business Days prior to the Commitment Termination
Date shall cease to be deemed outstanding or to be deemed “Letters of Credit” for purposes of this Agreement as of the Commitment Termination Date. 

(b) All amounts to be deposited in a cash collateral account pursuant to Section 4.02, Section 4.03(a) or
Section 9.18(c)(ii) shall be held by the L/C Provider or by another financial institution acceptable to the Master Issuer and the L/C Provider in an account (the “Cash Collateral Account”) over which the L/C Provider has
“control” for purposes of the UCC as collateral to secure the Co-Issuers’ Reimbursement Obligations with respect to any 

  
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outstanding Letters of Credit. Other than any interest earned on the investment of such deposit in Permitted Investments, which investments shall be made at the written direction, and at the risk
and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in the Cash Collateral Account and all Taxes on such amounts shall be payable by the Co-Issuers. Moneys in the Cash Collateral Account shall automatically be applied by such L/C
Provider to reimburse it for any Unreimbursed L/C Drawings. The Co-Issuers at their option may withdraw, or if the L/C Provider is exercising exclusive control over the Cash Collateral Account, may require the L/C Provider to withdraw, any Voluntary
Cash Collateral deposited to the Cash Collateral Account and remit such Voluntary Cash Collateral to the Master Issuer upon five Business Days’ prior written notice to the L/C Provider; provided that the consent of the L/C Provider shall
be required for any such withdrawal if an Event of Default has occurred and is continuing, a Cash Trapping Period is in effect, a Rapid Amortization Period is continuing or the withdrawal is to be made on or after the Required Expiration Date. 

Upon expiration of all then-outstanding Letters of Credit and payment in full of all Unreimbursed L/C Drawings, any balance remaining in the
Cash Collateral Account shall be paid over first, to the Master Issuer, in an amount equal to the lesser of such balance and the amount of Voluntary Cash Collateral in the Cash Collateral Account, and then, from funds remaining on deposit in the
Cash Collateral Account, (i) if the Base Indenture and any Series Supplement remain in effect, to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise
to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided pursuant to Section 9.18(c)(ii) upon such Investor
becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor. 

Section 4.04 Alternative Arrangements with Respect to Letters of Credit. Notwithstanding any other provision of this Agreement or
any Related Document, a Letter of Credit (other than an Interest Reserve Letter of Credit) shall cease to be deemed outstanding for all purposes of this Agreement and each other Related Document if and to the extent that provisions, in form and
substance satisfactory to the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) in its sole and absolute discretion, have been made with respect to such Letter of Credit
such that the L/C Provider (and, if applicable, the L/C Issuing Bank) has agreed in writing, with a copy of such agreement delivered to the Administrative Agent, the Control Party, the Trustee and the Master Issuer, that such Letter of Credit shall
be deemed to be no longer outstanding hereunder, in which event such Letter of Credit shall cease to be a “Letter of Credit” as such term is used herein and in the Related Documents. 

ARTICLE V 
 THE ADMINISTRATIVE
AGENT AND THE FUNDING AGENTS 
 Section 5.01 Authorization and Action of the Administrative Agent. Each of the Lender Parties
and the Funding Agents hereby designates and appoints Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as the 

  
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Administrative Agent hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with
any Lender Party or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative
Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Lender Parties and the Funding Agents and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of
trust or agency with or for the Co-Issuers or any of its successors or assigns. The provisions of this Article (other than the rights of the Co-Issuers set forth in Section 5.07) are solely for the benefit of the Administrative Agent,
the Lender Parties and the Funding Agents, and the Co-Issuers shall not have any rights as a third-party beneficiary of any such provisions. The Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, exposes the Administrative Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in
full of the Series 2015-1 Class A-1 Notes and all other amounts owed by the Co-Issuers hereunder to the Administrative Agent, all members of the Investor Groups, the Swingline Lender and the L/C Provider (the “Aggregate
Unpaids”) and termination in full of all Commitments and the Swingline Commitment and the L/C Commitment. 
 Section 5.02
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to their respective activities as Administrative Agent. The Administrative Agent shall not be responsible for the actions of any agents or
attorneys-in-fact selected by it in good faith. 
 Section 5.03 Exculpatory Provisions. Neither the Administrative Agent nor
any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross
negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment), or (b) responsible in any manner to any Lender Party or any Funding Agent for any recitals, statements, representations
or warranties made by the Co-Issuers contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the due execution, legality,
value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any Co-Issuer to perform its obligations hereunder, or for the satisfaction of
any condition specified in Article VII. The Administrative Agent shall not be under any obligation to any Investor or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants
contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Co-Issuers. The Administrative Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event,
Default or Event of Default unless the Administrative Agent has received notice in writing of such event from any Co-Issuer, any Lender Party or any Funding Agent. 

  
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 Section 5.04 Reliance. The Administrative Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Co-Issuers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action
under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of any Lender Party or any Funding Agent as it deems appropriate or it shall first be indemnified to its
satisfaction by any Lender Party or any Funding Agent; provided that unless and until the Administrative Agent shall have received such advice, the Administrative Agent may take or refrain from taking any action, as the Administrative Agent
shall deem advisable and in the best interests of the Lender Parties and the Funding Agents. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of Investor Groups
holding more than 50% of the Commitments and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lender Parties and the Funding Agents. 

Section 5.05 Non-Reliance on the Administrative Agent and Other Purchasers. Each of the Lender Parties and the Funding Agents
expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent
hereafter taken, including, without limitation, any review of the affairs of the Co-Issuers, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each of the Lender Parties and the Funding Agents represents and
warrants to the Administrative Agent that it has and will, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, prospects, financial and other conditions and creditworthiness of the Co-Issuers and made its own decision to enter into this Agreement. 

Section 5.06 The Administrative Agent in its Individual Capacity. The Administrative Agent and any of its Affiliates may make
loans to, accept deposits from, and generally engage in any kind of business with the Co-Issuers or any Affiliate of the Co-Issuers as though the Administrative Agent were not the Administrative Agent hereunder. 

Section 5.07 Successor Administrative Agent; Defaulting Administrative Agent. 

(a) The Administrative Agent may, upon 30 days’ notice to the Master Issuer (on behalf of the Co-Issuers) and each of the
Lender Parties and the Funding Agents, and the Administrative Agent will, upon the direction of Investor Groups holding 100% of the Commitments (excluding any Commitments held by Defaulting Investors), resign as Administrative Agent. If the
Administrative Agent shall resign, then the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 

  
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50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two-thirds of the Commitments (excluding any Commitments held by the resigning
Administrative Agent or its Affiliates, and if all Commitments are held by the resigning Administrative Agent or its Affiliates, then the Co-Issuers), during such 30-day period, shall appoint an Affiliate of a member of the Investor Groups as a
successor administrative agent, subject to the consent of (i) the Co-Issuers, at all times other than while an Event of Default has occurred and is continuing (which consent of the Co-Issuers shall not be unreasonably withheld or delayed) and
(ii) the Control Party (which consent of the Control Party shall not be unreasonably withheld or delayed); provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold
percentage of Commitments has been met under this Section 5.07(a). If for any reason no successor Administrative Agent is appointed by the Investor Groups during such 30-day period, then, effective upon the expiration of such 30-day
period, the Co-Issuers shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2015-1 Class A-1 VFN Fee Letter) directly to the Funding
Agents or the Swingline Lender or the L/C Provider, as applicable, and the Co-Issuers for all purposes shall deal directly with the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, until such time, if any, as a successor
administrative agent is appointed as provided above, and the Co-Issuers shall instruct the Trustee in writing accordingly. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of
Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. 

(b) The Co-Issuers may, upon the occurrence of any of the following events (any such event, a “Defaulting
Administrative Agent Event”) and with the consent of Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more
than 50% of the Commitments, two-thirds of the Commitments, remove the Administrative Agent and, upon such removal, the Investor Groups holding more than 50% of the Commitments in the case of clause (i) above or two-thirds of the Commitments in
the case of clause (ii) above (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 5.07(b))
shall appoint an Affiliate of a member of the Investor Groups as a successor administrative agent, subject to the consent of (x) the Co-Issuers, at all times other than while an Event of Default has occurred and is continuing (which consent of
the Co-Issuers shall not be unreasonably withheld or delayed) and (y) the Control Party (which consent of the Control Party shall not be unreasonably withheld or delayed): (i) an Event of Bankruptcy with respect to the Administrative
Agent; (ii) if the Person acting as Administrative Agent or an Affiliate thereof is also an Investor, any other event pursuant to which such Person becomes a Defaulting Investor; (iii) the failure by the Administrative Agent to pay or
remit any funds required to be remitted when due (in each case, if amounts are available for payment or remittance in accordance with the terms of this Agreement for application to the payment or remittance thereof) which continues for two
(2) Business Days after such funds were required to be paid or remitted; (iv) any representation, warranty, certification or statement made by the Administrative Agent under this Agreement or in any agreement, certificate, report or other
document furnished by the Administrative Agent proves to have been false or misleading in 

  
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any material respect as of the time made or deemed made, and if such representation, warranty, certification or statement is susceptible of remedy in all material respects, is not remedied within
thirty (30) calendar days after knowledge thereof or notice by the Co-Issuers to the Administrative Agent, and if not susceptible of remedy in all material respects, upon notice by the Co-Issuers to the Administrative Agent or (v) any act
constituting the gross negligence or willful misconduct of the Administrative Agent. If for any reason no successor Administrative Agent is appointed by the Investor Groups within 30 days of the Administrative Agent’s removal pursuant to the
immediately preceding sentence, then, effective upon the expiration of such 30-day period, the Co-Issuers shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without
limitation, the Series 2015-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, and the Co-Issuers for all purposes shall deal directly with the Funding Agents or the Swingline
Lender or the L/C Provider, as applicable, until such time, if any, as a successor administrative agent is appointed as provided above, and the Co-Issuers shall instruct the Trustee in writing accordingly. After any Administrative Agent’s
removal hereunder as Administrative Agent, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this
Agreement. 
 (c) If a Defaulting Administrative Agent Event has occurred and is continuing, the Co-Issuers may make all
payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2015-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline Lender or the L/C
Provider, as applicable, and the Co-Issuers for all purposes may deal directly with the Funding Agents or the Swingline Lender or the L/C Provider, as applicable. 

Section 5.08 Authorization and Action of Funding Agents. Each Investor is hereby deemed to have designated and appointed its
related Funding Agent set forth next to such Investor’s name on Schedule I (or identified as such Investor’s Funding Agent pursuant to any applicable Assignment and Assumption Agreement or Investor Group Supplement) as the agent of
such Person hereunder, and hereby authorizes such Funding Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Funding Agent by the terms of this Agreement together with such powers as are reasonably
incidental thereto. Each Funding Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the related Investor Group, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities on the part of such Funding Agent shall be read into this Agreement or otherwise exist for such Funding Agent. In performing its functions and duties hereunder, each Funding Agent shall act solely as agent for the
related Investor Group and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of trust or agency with or for the Co-Issuers, any of their successors or assigns or any other Person. Each Funding Agent shall not be
required to take any action that exposes such Funding Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Funding Agents hereunder shall terminate upon the indefeasible
payment in full of the Aggregate Unpaids of the Investor Groups and the termination in full of all the Commitments. 

  
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 Section 5.09 Delegation of Duties. Each Funding Agent may execute any of its duties
under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible for the actions of any agents or
attorneys-in-fact selected by it in good faith. 
 Section 5.10 Exculpatory Provisions. Each Funding Agent and its Affiliates,
and each of their directors, officers, agents or employees shall not be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own
gross negligence or willful misconduct), or (b) responsible in any manner to the related Investor Group for any recitals, statements, representations or warranties made by the Co-Issuers contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
document furnished in connection herewith, or for any failure of any Co-Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VII. Each Funding Agent shall not be under any obligation to
the related Investor Group to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Co-Issuers. Each
Funding Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default unless such Funding Agent has received notice of such event from any Co-Issuer or any member of the
related Investor Group. 
 Section 5.11 Reliance. Each Funding Agent shall in all cases be entitled to rely, and shall be fully
protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of the Administrative Agent and legal counsel
(including, without limitation, counsel to the Co-Issuers), independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this
Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the related Investor Group as it deems appropriate or it shall first be indemnified to its satisfaction by the related
Investor Group; provided that unless and until such Funding Agent shall have received such advice, such Funding Agent may take or refrain from taking any action, as such Funding Agent shall deem advisable and in the best interests of the
related Investor Group. Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Investor Group and such request and any action taken or failure to act pursuant
thereto shall be binding upon the related Investor Group. 
 Section 5.12 Non-Reliance on the Funding Agent and Other
Purchasers. The related Investor Group expressly acknowledges that its Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representations or warranties to it and that no act by
such Funding Agent hereafter taken, including, without limitation, any review of the affairs of the Co-Issuers, shall be deemed to constitute any representation or warranty by such Funding Agent. The related Investor Group represents and warrants to
such Funding Agent that it has and will, independently and without 

  
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reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Co-Issuers and made its own decision to enter into this Agreement. 

Section 5.13 The Funding Agent in its Individual Capacity. Each Funding Agent and any of its Affiliates may make loans to, accept
deposits from, and generally engage in any kind of business with the Co-Issuers or any Affiliate of the Co-Issuers as though such Funding Agent were not a Funding Agent hereunder. 

Section 5.14 Successor Funding Agent. Each Funding Agent will, upon the direction of the related Investor Group, resign as such
Funding Agent. If such Funding Agent shall resign, then the related Investor Group shall appoint an Affiliate of a member of the related Investor Group as a successor funding agent (it being understood that such resignation shall not be effective
until such successor is appointed). After any retiring Funding Agent’s resignation hereunder as Funding Agent, subject to the limitations set forth herein, the provisions of Section 9.05 and this Article V shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Agreement. 
 ARTICLE VI 

REPRESENTATIONS AND WARRANTIES 

Section 6.01 The Co-Issuers and Guarantors. The Co-Issuers and the Guarantors jointly and severally represent and warrant to the
Administrative Agent and each Lender Party, as of the date of this Agreement, as of the Series 2015-1 Closing Date and as of the date of each Advance made hereunder, that: 

(a) each of their representations and warranties made in favor of the Trustee or the Noteholders in the Indenture and the
other Related Documents (other than a Related Document relating solely to a Series of Notes other than the Series 2015-1 Notes) is true and correct (i) if not qualified as to materiality or Material Adverse Effect, in all material respects and
(ii) if qualified as to materiality or Material Adverse Effect, in all respects, as of the date originally made, as of the date hereof and as of the Series 2015-1 Closing Date (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material respects as of such earlier date); 
 (b) no
Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing; 

(c) neither they nor or any of their Affiliates, have, directly or through an agent, engaged in any form of general
solicitation or general advertising in connection with the offering of the Series 2015-1 Class A-1 Notes under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act,
including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising; provided that no representation or warranty is made with respect to the Lender 

  
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Parties and their Affiliates; and none of the Co-Issuers nor any of their Affiliates has entered into any contractual arrangement with respect to the distribution of the Series 2015-1
Class A-1 Notes, except for this Agreement and the other Related Documents, and the Co-Issuers will not enter into any such arrangement; 

(d) neither they nor any of their Affiliates have, directly or through any agent, sold, offered for sale, solicited offers to
buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Series 2015-1 Class A-1 Notes in a manner that would require the registration of the
Series 2015-1 Class A-1 Notes under the Securities Act; 
 (e) assuming the representations and warranties of each
Lender Party set forth in Section 6.03 are true and correct, the offer and sale of the Series 2015-1 Class A-1 Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the
Securities Act, and the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; 

(f) the Co-Issuers have furnished to the Administrative Agent and each Funding Agent true, accurate and complete copies of all
other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Notes other than the Series 2015-1 Notes) to which they are a party as of the Series 2015-1 Closing Date, all of which Related Documents
are in full force and effect as of the Series 2015-1 Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which the
Co-Issuers have informed each Funding Agent, the Swingline Lender and the L/C Provider; 
 (g) no Co-Issuer is an
“investment company” as defined in Section 3(a)(1) of the 1940 Act, and therefore has no need (x) to rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or
Section 3(c)(7) of the 1940 Act or (y) to be entitled to the benefit of the exclusion for loan securitizations in the Volcker Rule under 10 C.F.R. 248.10(c)(8); 

(h) no Co-Issuer or Guarantor has (i) made any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic governmental official or “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (collectively, the “FCPA”); (iii) violated any provision of the FCPA, the Bribery Act of 2010 of the United Kingdom or any applicable non-U.S. anti-bribery statute or regulation; or (iv) made any
bribe, rebate, payoff, influence payment, kickback or other unlawful payment; and the Co-Issuers and Guarantors conduct their respective businesses in compliance with the FCPA and maintain policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, continued compliance therewith; 
 (i) the operations of the Co-Issuers and the
Guarantors are and have been conducted at all times in compliance with applicable financial record-keeping and 

  
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reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions and the rules and regulations
thereunder (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Co-Issuers or Guarantors with respect to the
Money Laundering Laws is pending or, to the knowledge of such relevant entity, threatened; and 
 (j) no Co-Issuer or
Guarantor is currently the target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the
U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury (collectively, “Sanctions”); nor is such relevant entity located, organized or resident in a country or territory that is
the target of Sanctions; and no Co-Issuer or Guarantor will directly or indirectly use the proceeds of any Borrowing, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the target of any Sanctions or in any other manner that would reasonably be expected to result in a violation by any person
(including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of Sanctions. 

Section 6.02 The Manager. The Manager represents and warrants to the Administrative Agent and each Lender Party as of the date of
this Agreement, as of the Series 2015-1 Closing Date and as of the date of each Advance made hereunder, that (i) no Manager Termination Event has occurred and is continuing and (ii) each representation and warranty made by it in any
Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2015-1 Notes and other than any representation or warranty in Section 4.1(i) or (j) of any contribution and Sale Agreement or
Article V of the Management Agreement) to which it is a party (including any representations and warranties made by it in its capacity as Manager) is true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all
material respects and (b) if qualified as to materiality or Material Adverse Effect, in all respects as of the date originally made, as of the date hereof and as of the Series 2015-1 Closing Date (unless stated to relate solely to an earlier
date, in which case such representations and warranties were true and correct in all material respects as of such earlier date). 

Section 6.03 Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date
hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that: 

(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial
affairs, and the terms and conditions of the proposed purchase of the Series 2015-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives; 

(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has
sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2015-1 Class A-1 Notes; 

  
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 (c) it is purchasing the Series 2015-1 Class A-1 Notes for its own account,
or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete
investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within
its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 2015-1
Class A-1 Notes; 
 (d) it understands that (i) the Series 2015-1 Class A-1 Notes have not been and will not
be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the
Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers,
(ii) the Co-Issuers are not required to register the Series 2015-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee
hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.3 of the Series 2015-1 Supplement and Section 9.03 or
9.17, as applicable, of this Agreement; 
 (e) it will comply with the requirements of Section 6.03(d)
above in connection with any transfer by it of the Series 2015-1 Class A-1 Notes; 
 (f) it understands that the Series
2015-1 Class A-1 Notes will bear the legend set out in the form of Series 2015-1 Class A-1 Notes attached to the Series 2015-1 Supplement and be subject to the restrictions on transfer described in such legend; 

(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2015-1 Class A-1 Notes
substantially the same representations and warranties contained in the foregoing paragraphs; and 
 (h) it has executed a
Purchaser’s Letter substantially in the form of Exhibit D hereto. 
 ARTICLE VII 

CONDITIONS 
 Section 7.01
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2015-1 Class A-1 Notes hereunder on the Series 2015-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C
Commitment will not become effective, unless: 
 (a) the Base Indenture, the Series 2015-1 Supplement, the Guarantee and
Collateral Agreement and the other Related Documents shall be in full force and effect; 

  
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 (b) on the Series 2015-1 Closing Date, the Administrative Agent shall have
received a letter, in form and substance reasonably satisfactory to it, from S&P stating that a long-term rating of at least “BBB+” has been assigned to the Series 2015-1 Class A-1 Notes; 

(c) at the time of such issuance, the additional conditions set forth in Schedule III hereto and all other conditions
to the issuance of the Series 2015-1 Class A-1 Notes under the Indenture shall have been satisfied or waived by such Lender Party. 

Section 7.02 Conditions to Initial Extensions of Credit. The election of each Conduit Investor to fund, and the obligation of
each Committed Note Purchaser to fund, the initial Borrowing hereunder, and the obligations of the Swingline Lender and the L/C Provider to fund the initial Swingline Loan or provide the initial Letter of Credit hereunder, respectively, shall be
subject to the satisfaction of the conditions precedent that (a) each Funding Agent shall have received a duly executed and authenticated Series 2015-1 Class A-1 Advance Note registered in its name or in such other name as shall have been
directed by such Funding Agent and stating that the principal amount thereof shall not exceed the Maximum Investor Group Principal Amount of the related Investor Group; (b) each of the Swingline Lender and the L/C Provider shall have received a
duly executed and authenticated Series 2015-1 Class A-1 Swingline Note or Series 2015-1 Class A-1 L/C Note, as applicable, registered in its name or in such other name as shall have been directed by it and stating that the principal amount
thereof shall not exceed the Swingline Commitment or L/C Commitment, respectively; and (c) the Co-Issuers shall have paid all fees due and payable by them under the Related Documents on the Series 2015-1 Closing Date, including all fees
required hereunder. 
 Section 7.03 Conditions to Each Extension of Credit. The election of each Conduit Investor to fund, and
the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing but excluding any Borrowings to repay Swingline Loans or L/C Obligations pursuant to Sections 2.05, 2.06 or 2.08,
as applicable), and the obligations of the Swingline Lender to fund any Swingline Loan (including the initial one) and of the L/C Provider to provide any Letter of Credit (including the initial one), respectively, shall be subject to the conditions
precedent that, on the date of such funding or provision, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true (without regard to any waiver, amendment or other modification
of this Section 7.03 or any definitions used herein consented to by the Control Party unless Investors holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if
a single Investor Group holds more than 50% of the Commitments, two-thirds of the Commitments (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of
Commitments has been met under this Section 7.03) have consented to such waiver, amendment or other modification for purposes of this Section 7.03); provided, however, that if a Rapid Amortization Event has occurred
and (other than in the case of Section 9.1(e)) has been declared by the Control Party pursuant to Sections 9.1(a), (b), (c), (d), or (e) of the Base Indenture, consent to such waiver, amendment or other modification from all
Investors (provided that it shall not be the obligation of the Control Party to obtain such consent from the Investors) as well as the Control Party is required for purposes of this Section 7.03: 

(a) (i) the representations and warranties of the Co-Issuers set out in this Agreement and (ii) the representations and
warranties of the Manager set out in this Agreement, in each such case, shall be true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not qualified as to materiality or Material Adverse
Effect, in all material respects, as of the date of such funding or issuance, with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall have been true
and correct as of such earlier date); 

  
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 (b) there shall be no Potential Rapid Amortization Event, Rapid Amortization
Event, Default or Event of Default or Series 2015-1 Cash Trapping Period in existence at the time of, or after giving effect to, such funding or issuance, and no Change of Control to which the Control Party has not provided its prior written
consent; 
 (c) in the case of any Borrowing, except to the extent an advance request is expressly deemed to have been
delivered hereunder, the Co-Issuers shall have delivered or have been deemed to have delivered to the Administrative Agent an executed advance request in the form of Exhibit A-1 hereto with respect to such Borrowing (each such request, an
“Advance Request” or a “Series 2015-1 Class A-1 Advance Request”); 
 (d) the Senior
Notes Interest Reserve Amount (including any Senior Notes Interest Reserve Account Deficient Amount) will be funded and/or an Interest Reserve Letter of Credit will be maintained for such amount as of the date of such draw in the amounts required
pursuant to the Indenture after giving effect to such draw; provided that if an Interest Reserve Letter of Credit is requested, such condition shall be satisfied after giving effect to the issuance and delivery thereof; 

(e) all Undrawn Commitment Fees, Administrative Agent Fees and L/C Quarterly Fees due and payable on or prior to the date of
such funding or issuance shall have been paid in full; and 
 (f) all conditions to such extension of credit or provision
specified in Sections 2.02, 2.03, 2.06 or 2.07, as applicable, shall have been satisfied. 
 The giving of any
notice pursuant to Sections 2.03, 2.06 or 2.07, as applicable, shall constitute a representation and warranty by the Co-Issuers and the Manager that all conditions precedent to such funding or provision have been satisfied or
will be satisfied concurrently therewith. 
 ARTICLE VIII 

COVENANTS 
 Section 8.01
Covenants. Each of the Co-Issuers, jointly and severally, and the Manager, severally, covenants and agrees that, until all Aggregate Unpaids have been paid in full and all Commitments, the Swingline Commitment and the L/C Commitment have been
terminated, it will: 
 (a) unless waived in writing by the Control Party in accordance with Section 9.7 of the Base
Indenture, duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Related Document to which it is a party; 

  
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 (b) not amend, modify, waive or give any approval, consent or permission under
any provision of the Base Indenture or any other Related Document to which it is a party unless any such amendment, modification, waiver or other action is in writing and made in accordance with the terms of the Base Indenture or such other Related
Document, as applicable; 
 (c) at the same time any report, notice or other document is provided to the Rating Agencies
and/or the Trustee, or caused to be provided, by the Co-Issuers or the Manager under the Base Indenture (including, without limitation, under Sections 8.8, 8.9 and/or 8.11 thereof) or under the Series 2015-1 Supplement, provide
the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties) with a copy of such report, notice or other document; provided, however, that neither the Manager nor the Co-Issuers shall have any obligation
under this Section 8.01(c) to deliver to the Administrative Agent copies of any Quarterly Noteholders’ Statements or Quarterly Manager’s Certificates that relate solely to a Series of Notes other than the Series 2015-1 Notes;

 (d) once per calendar year, following reasonable prior notice from the Administrative Agent (the “Annual
Inspection Notice”), and during regular business hours, permit any one or more of such Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted
assigns, at the Co-Issuers’ expense, access (as a group, and not individually unless only one such Person desires such access) to the offices of the Manager, the Co-Issuers and the Guarantors, (i) to examine and make copies of and
abstracts from all documentation relating to the Collateral on the same terms as are provided to the Trustee under Section 8.6 of the Base Indenture, and (ii) to visit the offices and properties of the Manager, the Co-Issuers and the
Guarantors for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Collateral, or the administration and performance of the Base Indenture, the Series 2015-1 Supplement and the
other Related Documents with any of the officers or employees of, the Manager, the Co-Issuers and/or the Guarantors, as applicable, having knowledge of such matters; provided, however, that upon the occurrence and continuation of a
Potential Rapid Amortization Event, Rapid Amortization Event, Cash Trapping Period, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents,
representatives or permitted assigns, at the Co-Issuers’ expense may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that, in addition to any visits made pursuant to
provision of an Annual Inspection Notice or during the continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C
Provider, or any of their respective agents, representatives or permitted assigns, at their own expense, may do any of the foregoing at any time during normal business hours following reasonable prior


  
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notice with respect to the business of the Co-Issuers and/or the Guarantors; and provided, further, that the Funding Agents, the Swingline Lender and the L/C Provider will be
permitted to provide input to the Administrative Agent with respect to the timing of delivery, and content, of the Annual Inspection Notice; 

(e) not take, or cause to be taken, any action, including, without limitation, acquiring any Margin Stock, that could cause
the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof; 

(f) not permit any amounts owed with respect to the Series 2015-1 Class A-1 Notes to be secured, directly or indirectly,
by any Margin Stock in a manner that would violate the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof; 

(g) promptly provide such additional financial and other information with respect to the Related Documents (other than Series
Supplements and Related Documents relating solely to a Series of Notes other than the Series 2015-1 Notes), the Co-Issuers, the Manager or the Guarantors as the Administrative Agent may from time to time reasonably request; and 

(h) deliver to the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties), the financial
statements prepared pursuant to Section 4.1 of the Base Indenture reasonably contemporaneously with the delivery of such statements under the Base Indenture. 

ARTICLE IX 
 MISCELLANEOUS
PROVISIONS 
 Section 9.01 Amendments. No amendment to or waiver or other modification of any provision of this Agreement, nor
consent to any departure therefrom by the Manager or the Co-Issuers, shall in any event be effective unless the same shall be in writing and signed by the Manager, the Co-Issuers and the Administrative Agent with the written consent of Investor
Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two-thirds of the Commitments;
provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether such threshold percentage of Commitments has been met; provided, however, that, in addition, (i) the prior written
consent of each affected Investor shall be required in connection with any amendment, modification or waiver that (x) increases the amount of the Commitment of such Investor, extends the Commitment Termination Date or the Series 2015-1
Class A-1 Senior Notes Renewal Date, modifies the conditions to funding such Commitment or otherwise subjects such Investor to any increased or additional duties or obligations hereunder or in connection herewith (it being understood and agreed
that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall 

  
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not constitute an increase of the Commitments of any Lender Party), (y) reduces the amount or delays the timing of payment of any principal, interest, fees or other amounts payable to such
Investor hereunder or (z) would have an effect comparable to any of those set forth in Section 13.2(a) of the Base Indenture that require the consent of each Noteholder or each affected Noteholder; (ii) any amendment, modification or
waiver that affects the rights or duties of any of the Swingline Lender, the L/C Provider, the Administrative Agent or the Funding Agents shall require the prior written consent of such affected Person; and (iii) the prior written consent of
each Investor, the Swingline Lender, the L/C Provider, the Administrative Agent and each Funding Agent shall be required in connection with any amendment, modification or waiver of this Section 9.01. For purposes of any provision of any
other Indenture Document relating to any vote, consent, direction or the like to be given by the Series 2015-1 Class A-1 Noteholders, such vote, consent, direction or the like shall be given by the Holders of the Series 2015-1 Class A-1
Advance Notes only and not by the Holders of any Series 2015-1 Class A-1 Swingline Notes or Series 2015-1 Class A-1 L/C Notes except to the extent that such vote, consent, direction or the like is to be given by each affected Noteholder
and the Holders of any Series 2015-1 Class A-1 Swingline Notes or Series 2015-1 Class A-1 L/C Notes would be affected thereby. The Co-Issuers and the Lender Parties shall negotiate any amendments, waivers, consents, supplements or other
modifications to this Agreement or the other Related Documents that require the consent of the Lender Parties in good faith. Pursuant to Section 9.05(a), the Lender Parties shall be entitled to reimbursement by the Co-Issuers, jointly
and severally, for the reasonable expenses incurred by the Lender Parties in reviewing and approving any such amendment, waiver, consent, supplement or other modification to this Agreement or any Related Document. 

Section 9.02 No Waiver; Remedies. Any waiver, consent or approval given by any party hereto shall be effective only in the
specific instance and for the specific purpose for which given, and no waiver by a party of any breach or default under this Agreement shall be deemed a waiver of any other breach or default. No failure on the part of any party hereto to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or any abandonment or discontinuation of steps to enforce the right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other right. No notice to or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in the same, similar or other circumstances. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law. 
 Section 9.03 Binding on Successors and
Assigns. 
 (a) This Agreement shall be binding upon, and inure to the benefit of, the Co-Issuers, the Manager, the
Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that none of the Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection
herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the
Co-Issuers from assigning their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 2015-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge,
assign, sell participations in or otherwise encumber its rights or obligations hereunder or in 

  
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connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or
shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16. 

(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more
Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted
to such Investor under this Agreement. 
 (c) In addition to its rights under Section 9.17, each Conduit
Investor may at any time assign its rights in the Series 2015-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser or, subject to Section 6.03 and
Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a
security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2015-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent,
(iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including, without limitation, an insurance policy for such Conduit Investor relating to the Commercial Paper or the
Series 2015-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including, without limitation, an insurance policy relating to the
Commercial Paper or the Series 2015-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon
assignment of its Series 2015-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2015-1 Class A-1 Advance Note,
this Agreement and the Related Documents to any Person to the extent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in
all or any portion of its rights under this Agreement, its Series 2015-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board or any similar foreign entity.

 Section 9.04 Survival of Agreement. All covenants, agreements, representations and warranties made herein and in the Series
2015-1 Class A-1 Notes delivered pursuant hereto shall survive the making and the repayment of the Advances, the Swingline Loans and the Letters of Credit and the execution and delivery of this Agreement and the Series 2015-1 Class A-1
Notes and shall continue in full force and effect until all interest on and principal of the Series 2015-1 Class A-1 Notes, and all other amounts owed to the Lender Parties, the Funding Agents and the Administrative Agent hereunder and under
the Series 2015-1 Supplement have been paid in full, all Letters of Credit have expired or been fully cash collateralized in accordance with the terms of this Agreement and the Commitments, the Swingline Commitment and the L/C Commitment have been
terminated. In addition, the obligations of the Co-Issuers and the Lender Parties under Sections 3.05, 3.06, 3.07, 3.08, 9.05, 9.10 and 9.11 shall survive the termination of this Agreement. 

  
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 Section 9.05 Payment of Costs and Expenses; Indemnification. 

(a) Payment of Costs and Expenses. The Co-Issuers jointly and severally agree to pay (by depositing such amounts into
the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2015-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days
after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing,
if any, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Related Document, including schedules and exhibits, whether or not
the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from
time to time hereafter be proposed (“Class A-1 Amendment Expenses”). The Co-Issuers further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Administrative Agent, each
Funding Agent and each Lender Party harmless from all liability for (x) any breach by the Co-Issuers of their obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such
Lender Party in enforcing this Agreement and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of
the Series 2015-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Documents (“Other Post-Closing Expenses”). The Co-Issuers also agree to reimburse, subject to and in accordance with the
Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent and such Lender Party in connection with
(1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other
Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers shall have no obligation to reimburse any Lender
Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2015-1 Class A-1 Notes pursuant to
Section 9.03 or Section 9.17. 
 (b) Indemnification of the Lender Parties. In consideration
of the execution and delivery of this Agreement by the Lender Parties, the Co-Issuers hereby agree to jointly and severally indemnify and hold each Lender Party (each in its capacity as such and to the extent not reimbursed by the Co-Issuers and
without limiting the obligation of the Co-Issuers to do so) and each of their officers, directors, employees and agents (collectively, the “Indemnified Parties”) harmless (by depositing such amounts into the Collection Account to be
distributed subject to and in accordance with the Priority of Payments) from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable 

  
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documented costs and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought and
including, without limitation, any liability in connection with the offering and sale of the Series 2015-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Indemnified
Liabilities”), incurred by the Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to: 

(i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance,
Swingline Loan or Letter of Credit; or 
 (ii) the entering into and performance of this Agreement and any other Related
Document by any of the Indemnified Parties, including, for the avoidance of doubt, the consent by the Lender Parties set forth in Section 9.19; 

except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross
negligence or willful misconduct or breach of representations set forth herein. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Co-Issuers hereby jointly and severally agree to make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(b) shall in no event include indemnification for special,
punitive, consequential or indirect damages of any kind or for any Taxes which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08 or for any transfer Taxes with respect to its sale or assignment
of all or any part of its respective rights and obligations under this Agreement and the Series 2015-1 Class A-1 Notes pursuant to Section 9.17. The Co-Issuers shall give notice to the Rating Agencies of any claim for Indemnified
Liabilities made under this Section 9.05(b). 
 (c) Indemnification of the Administrative Agent and each
Funding Agent by the Co-Issuers. In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Funding Agent, the Co-Issuers hereby agree to jointly and severally indemnify and hold the Administrative
Agent and each Funding Agent and each of their officers, directors, employees and agents (collectively, the “Agent Indemnified Parties”) harmless (by depositing such amounts into the Collection Account to be distributed subject to
and in accordance with the Priority of Payments) from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether
any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2015-1 Class A-1 Notes), including
reasonable documented attorneys’ fees and disbursements (collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions,
suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified
Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence, bad 

  
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faith or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Co-Issuers hereby jointly and severally agree to make the maximum
contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(c) shall in no event include indemnification for special,
punitive, consequential or indirect damages of any kind or for any Taxes which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08. The Co-Issuers shall give notice to the Rating Agencies of any
claim for Agent Indemnified Liabilities made under this Section 9.05(c). 
 (d) Indemnification of the
Administrative Agent and each Funding Agent by the Committed Note Purchasers. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the related Funding Agent, each Committed Note Purchaser, ratably
according to its respective Commitment, hereby agrees to indemnify and hold the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Administrative Agent Indemnified Parties”) and such
Funding Agent and each of its officers, directors, employees and agents (collectively, the “Funding Agent Indemnified Parties,” and together with the Administrative Agent Indemnified Parties, the “Applicable Agent
Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (solely to the extent not
reimbursed by or on behalf of the Co-Issuers) (irrespective of whether any such Applicable Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection
with the offering and sale of the Series 2015-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Applicable Agent Indemnified Liabilities”), incurred by the Applicable
Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other
Related Document by any of the Applicable Agent Indemnified Parties, except for any such Applicable Agent Indemnified Liabilities arising for the account of a particular Applicable Agent Indemnified Party by reason of the relevant Applicable Agent
Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Committed Note Purchaser, ratably according to its respective Commitment, hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the Applicable Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(d) shall in no event include
indemnification for consequential or indirect damages of any kind or for any Taxes which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08. 

Section 9.06 Characterization as Related Document; Entire Agreement. This Agreement shall be deemed to be a Related Document for
all purposes of the Base Indenture and the other Related Documents. This Agreement, together with the Base Indenture, the Series 2015-1 Supplement, the documents delivered pursuant to Article VII and the other Related Documents, including the
exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all previous oral statements and other writings with respect thereto. 

  
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 Section 9.07 Notices. All notices, amendments, waivers, consents and other
communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address, e-mail address (if provided), or facsimile number set forth on Schedule II hereto, or
in each case at such other address, e-mail address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if transmitted by e-mail, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted (so long as transmitted on a
Business Day, otherwise the next succeeding Business Day) upon receipt of electronic confirmation of transmission. 
 Section 9.08
Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the
prohibition or unenforceability without invalidating the remaining provisions of this Agreement. 
 Section 9.09 Tax
Characterization. Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all federal, state and local income and franchise Tax purposes, the
Series 2015-1 Class A-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2015-1 Class A-1 Notes for all such purposes as
indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions. 

Section 9.10 No Proceedings; Limited Recourse. 

(a) The Securitization Entities. Each of the parties hereto (other than the Co-Issuers) hereby covenants and agrees
that, prior to the date that is one year and one day after the payment in full of the last maturing Note issued by the Co-Issuers pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against,
any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law, all as more particularly set forth in Section 14.13 of
the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from
the Securitization Entities pursuant to this Agreement, the Series 2015-1 Supplement, the Base Indenture or any other Related Document. In the event that a Lender Party (solely in its capacity as such) takes action in violation of this
Section 9.10(a), each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such
Securitization Entity or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as
its counsel advises that it may assert. The provisions of this Section 9.10(a) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by a Lender Party in the assertion or


  
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defense of its claims in any such proceeding involving any Securitization Entity. The obligations of the Co-Issuers under this Agreement are solely the limited liability company or corporate
obligations of the Co-Issuers, as the case may be. 
 (b) The Conduit Investors. Each of the parties hereto (other
than the Conduit Investors) hereby covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of the latest maturing Commercial Paper or other debt securities or instruments issued by a Conduit
Investor, institute against, or join with any other Person in instituting against, such Conduit Investor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy
or similar law; provided, however, that nothing in this Section 9.10(b) shall constitute a waiver of any right to indemnification, reimbursement or other payment from such Conduit Investor pursuant to this Agreement, the
Series 2015-1 Supplement, the Base Indenture or any other Related Document. In the event that the Co-Issuers, the Manager or a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(b), such related
Conduit Investor may file an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Conduit Investor or the commencement of such action and raise or cause
to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this
Section 9.10(b) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by the Co-Issuers, the Manager or a Lender Party in assertion or defense of its claims in any such proceeding
involving a Conduit Investor. The obligations of the Conduit Investors under this Agreement are solely the corporate obligations of the Conduit Investors. No recourse shall be had for the payment of any amount owing in respect of this Agreement,
including any obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, agent, director, member, affiliate or incorporator (or Person similar to an incorporator under state business organization
laws) of any Conduit Investor; provided, however, nothing in this Section 9.10(b) shall relieve any of the foregoing Persons from any liability that any such Person may otherwise have for its gross negligence or willful
misconduct. 
 Section 9.11 Confidentiality. Each Lender Party agrees that it shall not disclose any Confidential Information
to any Person without the prior written consent of the Manager and the Co-Issuers, other than (a) to their Affiliates, officers, directors, employees, agents and advisors, including, without limitation, legal counsel and accountants (it being
understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep it confidential), (b) to actual or prospective assignees and participants, and then
only on a confidential basis (after obtaining such actual or prospective assignee’s or participant’s agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11),
(c) as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Co-Issuers or the Manager, as the case may be, has knowledge; provided that each
Lender Party may disclose Confidential Information as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Co-Issuers or the Manager, as the case may be,
does not have knowledge if such Lender Party is prohibited by law, rule or regulation from disclosing 

  
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such requirement to the Co-Issuers or the Manager, as the case may be, (d) to Program Support Providers (after obtaining such Program Support Providers’ agreement to keep such
Confidential Information confidential in a manner substantially similar to this Section 9.11), (e) to any Rating Agency providing a rating for any Series or Class of Notes or any Conduit Investor’s debt or (f) in the
course of litigation with the Co-Issuers, the Manager or such Lender Party. 
 “Confidential Information” means information
that the Co-Issuers or the Manager furnishes to a Lender Party, but does not include (i) any such information that is or becomes generally available to the public other than as a result of a disclosure by a Lender Party or other Person to which
a Lender Party delivered such information, (ii) any such information that was in the possession of a Lender Party prior to its being furnished to such Lender Party by the Co-Issuers or the Manager or (iii) any such information that is or
becomes available to a Lender Party from a source other than the Co-Issuers or the Manager; provided that with respect to clauses (ii) and (iii) herein, such source is not (x) known to a Lender Party to be
bound by a confidentiality agreement with the Co-Issuers or the Manager, as the case may be, with respect to the information or (y) known to a Lender Party to be otherwise prohibited from transmitting the information by a contractual, legal or
fiduciary obligation. 
 Section 9.12 GOVERNING LAW; CONFLICTS WITH INDENTURE. THIS AGREEMENT AND ALL MATTERS ARISING
UNDER OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. IN THE EVENT
OF ANY CONFLICTS BETWEEN THIS AGREEMENT AND THE INDENTURE, THE INDENTURE SHALL GOVERN. 
 Section 9.13
JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. 

Section 9.14 WAIVER OF JURY TRIAL. ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN 

  
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CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES
ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. 

Section 9.15 Counterparts. This Agreement may be executed in any number of counterparts (which may include facsimile or other
electronic transmission of counterparts) and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. 

Section 9.16 Third-Party Beneficiary. The Trustee, on behalf of the Secured Parties, and the Control Party are express
third-party beneficiaries of this Agreement. 
 Section 9.17 Assignment. 

(a) Subject to Sections 6.03 and 9.17(f), any Committed Note Purchaser may at any time sell all or any part of
its rights and obligations under this Agreement, the Series 2015-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld or
delayed) of the Co-Issuers, the Swingline Lender and the L/C Provider, to one or more financial institutions (an “Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of
Exhibit B (the “Assignment and Assumption Agreement”), executed by such Acquiring Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding Agent with respect to such Committed Note Purchaser, the
Co-Issuers, the Swingline Lender and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the Co-Issuers shall be required for an assignment to another Committed Note Purchaser or any Affiliate of a
Committed Note Purchaser that has a rating equal to or higher than the assigning Committed Note Purchaser or if a Rapid Amortization Event or an Event of Default has occurred and is continuing. 

(b) Without limiting the foregoing, subject to Sections 6.03 and 9.17(f), each Conduit Investor may assign all
or a portion of the Investor Group Principal Amount with respect to such Conduit Investor and its rights and obligations under this Agreement, the Series 2015-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents
to which it is a party to a Conduit Assignee with respect to such Conduit Investor, without the prior written consent of the Co-Issuers. Upon such assignment by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the
owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee
hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other Related Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and


  
 65 








 
credit support provider(s) and other related parties, in each case relating to the Commercial Paper and/or the Series 2015-1 Class A-1 Advance Notes, shall have the benefit of all the
rights and protections provided to such Conduit Investor herein and in the other Related Documents (including, without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) such Conduit
Assignee shall assume all of such Conduit Investor’s obligations, if any, hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Investor Group Principal Amount and such Conduit Investor
shall be released from such obligations, (v) all distributions in respect of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor shall be made to the applicable Funding Agent on behalf of such
Conduit Assignee, (vi) the definition of the term “CP Funding Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable, funded or maintained with commercial paper
issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Funding Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to Commercial
Paper issued by or for the benefit of such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Agreement and the other Related Documents shall be interpreted in accordance
with the foregoing, and (viii) if requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Funding Agent may reasonably
request to evidence and give effect to the foregoing. No assignment by any Conduit Investor to a Conduit Assignee of all or any portion of the Investor Group Principal Amount with respect to such Conduit Investor shall in any way diminish the
obligation of the Committed Note Purchasers in the same Investor Group as such Conduit Investor under Section 2.03 to fund any Increase not funded by such Conduit Investor or such Conduit Assignee. 

(c) Subject to Sections 6.03 and 9.17(f), any Conduit Investor and the related Committed Note Purchaser(s) may
at any time sell all or any part of their respective rights and obligations under this Agreement, the Series 2015-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party, with the prior written
consent (not to be unreasonably withheld or delayed) of the Co-Issuers, the Swingline Lender and the L/C Provider, to a multi-seller commercial paper conduit, whose commercial paper is rated at least
“A-1” from S&P and/or “P-1” from Moody’s, as applicable, and one or more financial institutions providing support to such multi-seller commercial paper conduit (an
“Acquiring Investor Group”) pursuant to a transfer supplement, substantially in the form of Exhibit C (the “Investor Group Supplement” or the “Series 2015-1 Class A-1 Investor Group
Supplement”), executed by such Acquiring Investor Group, the Funding Agent with respect to such Acquiring Investor Group (including the Conduit Investor and the Committed Note Purchasers with respect to such Investor Group), such assigning
Conduit Investor and the Committed Note Purchasers with respect to such Conduit Investor, the Funding Agent with respect to such assigning Conduit Investor and Committed Note Purchasers, the Co-Issuers, the Swingline Lender and the L/C Provider and
delivered to the Administrative Agent; provided that no consent of the Co-Issuers shall be required for an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser and its related Conduit Investor or if a
Rapid Amortization Event or an Event of Default has occurred and is continuing. For the avoidance of doubt, this Section 9.17(c) is intended to permit and 

  
 66 








 
provide for (i) assignments from a Committed Note Purchaser to a Conduit Investor in a different Investor Group and (ii) assignments from a Conduit Investor to a Committed Note
Purchaser in a different Investor group, and, in each of (i) and (ii), Exhibit C shall be revised to reflect such assignments. 

(d) Subject to Sections 6.03 and 9.17(f), the Swingline Lender may at any time assign all its rights and
obligations hereunder and under the Series 2015-1 Class A-1 Swingline Note, in whole but not in part, with the prior written consent of the Co-Issuers and the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to
a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Co-Issuers, whereupon the assignor shall be released from its obligations hereunder; provided that
no consent of the Co-Issuers shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing; provided, further, that the prior written consent of each Funding Agent (other than any Funding Agent
with respect to which all of the Committed Note Purchasers in such Funding Agent’s Investor Group are Defaulting Investors), which consent shall not be unreasonably withheld or delayed, shall be required if such financial institution is not a
Committed Note Purchaser. 
 (e) Subject to Sections 6.03 and 9.17(f), the L/C Provider may at any time assign
all or any portion of its rights and obligations hereunder and under the Series 2015-1 Class A-1 L/C Note with the prior written consent of the Co-Issuers and the Administrative Agent, which consent shall not be unreasonably withheld or
delayed, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Co-Issuers, whereupon the assignor shall be released from its obligations hereunder to the
extent so assigned; provided that no consent of the Co-Issuers shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing. 

(f) Any assignment of the Series 2015-1 Class A-1 Notes shall be made in accordance with the applicable provisions of the
Indenture. 
 Section 9.18 Defaulting Investors. (a) The Co-Issuers may, at their sole expense and effort, upon notice to
such Defaulting Investor and the Administrative Agent, (i) require any Defaulting Investor to sell all of its rights, obligations and commitments under this Agreement, the Series 2015-1 Class A-1 Notes and, in connection therewith, any
other Related Documents to which it is a party, to an assignee; provided that (x) such assignment is made in compliance with Section 9.17 and (y) such Defaulting Investor shall have received from such assignee an amount
equal to such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting
Investor hereunder or (ii) remove any Defaulting Investor as an Investor by paying to such Defaulting Investor an amount equal to such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount
of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder. 

  
 67 








 (b) In the event that a Defaulting Investor desires to sell all or any portion
of it rights, obligations and commitments under this Agreement, the Series 2015-1 Class A-1 Notes and, in connection therewith, any other Related Documents to which it is a party, to an unaffiliated third-party assignee for an amount less than
100% (or, if only a portion of such rights, obligations and commitments are proposed to be sold, such portion) of such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting
Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder, such Defaulting Investor shall promptly notify the Master Issuer of the proposed sale (the “Sale Notice”).
Each Sale Notice shall certify that such Defaulting Investor has received a firm offer from the prospective unaffiliated third party and shall contain the material terms of the proposed sale, including, without limitation, the purchase price of the
proposed sale and the portion of such Defaulting Investor’s rights, obligations and commitments proposed to be sold. The Master Issuer and any of its Affiliates shall have an option for a period of three (3) Business Days from the date the
Sale Notice is given to elect to purchase such rights, obligations and commitments at the same price and subject to the same material terms as described in the Sale Notice. The Master Issuer or any of its Affiliates may exercise such purchase option
by notifying such Defaulting Investor before expiration of such three (3) Business Day period that it wishes to purchase all (but not a portion) of the rights, obligations and commitments of such Defaulting Investor proposed to be sold to such
unaffiliated third party. If the Master Issuer or any of its Affiliates gives notice to such Defaulting Investor that it desires to purchase such rights, obligations and commitments, the Master Issuer or such Affiliate shall promptly pay the
purchase price to such Defaulting Investor. If the Master Issuer or any of its Affiliates does not respond to any Sale Notice within such three (3) Business Day period, the Master Issuer and its Affiliates shall be deemed not to have exercised
such purchase option. 
 (c) Notwithstanding anything to the contrary contained in this Agreement, if any Investor becomes a
Defaulting Investor, then, until such time as such Investor is no longer a Defaulting Investor, to the extent permitted by applicable law: 

(i) Such Defaulting Investor’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 9.01. 
 (ii) Any payment of principal, interest, fees or
other amounts payable to the account of such Defaulting Investor (whether voluntary or mandatory, at maturity or otherwise) shall be applied (and the Co-Issuers shall instruct the Trustee to apply such amounts) as follows: first, to the
payment of any amounts owing by such Defaulting Investor to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Investor to the L/C Provider or the Swingline
Lender hereunder; third, to provide cash collateral to the L/C Provider in accordance with Section 4.03(b) in an amount equal to the amount of Undrawn L/C Face Amounts at such time multiplied by the Commitment Percentage of such
Defaulting Investor’s Investor Group multiplied by the Committed Note Purchaser Percentage of such Defaulting Investor; fourth, as the Co-Issuers may request (so long as no Default or Event of Default exists), to the funding of any
Advance in respect of which such Defaulting Investor has failed to fund its portion thereof as required by this Agreement, 

  
 68 








 
as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Co-Issuers, to be held in a deposit account and released pro rata in
order to (x) satisfy such Defaulting Investor’s potential future funding obligations with respect to Advances under this Agreement and (y) to provide cash collateral to the L/C Provider in accordance with Section 4.03(b)
in an amount equal to the amount of any future Undrawn L/C Face Amounts multiplied by the Commitment Percentage of such Defaulting Investor’s Investor Group multiplied by the Committed Note Purchaser Percentage of such Defaulting Investor;
sixth, to the payment of any amounts owing to the Investors, the L/C Provider or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Investor, the L/C Provider or the Swingline Lender against
such Defaulting Investor as a result of such Defaulting Investor’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Co-Issuers as a
result of any judgment of a court of competent jurisdiction obtained by the Co-Issuers against such Defaulting Investor as a result of such Defaulting Investor’s breach of its obligations under this Agreement; and eighth, to such
Defaulting Investor or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or any extensions of credit resulting from a drawing under any
Letter of Credit that has not been reimbursed as an Advance pursuant to Section 2.08(a) in respect of which such Defaulting Investor has not fully funded its appropriate share, and (y) such Advances were made or the related Letters
of Credit were issued at a time when the conditions set forth in Section 7.03 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and extensions of credit resulting from a drawing under any Letter of
Credit that has not been reimbursed as an Advance pursuant to Section 2.08(a) owed to, all non-Defaulting Investors on a pro rata basis prior to being applied to the payment of any Advances of, participations required to be purchased
pursuant to Section 2.09(a) owed to, such Defaulting Investor until such time as all Advances and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Investors pro rata in accordance with the
Commitments without giving effect to Section 9.18(c)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Investor that are applied (or held) to pay amounts owed by a Defaulting Investor or to post cash
collateral pursuant to this Section 9.18(c)(ii) shall be deemed paid to and redirected by such Defaulting Investor, and each Investor irrevocably consents hereto. 

(iii) All or any part of such Defaulting Investor’s participation in L/C Obligations and Swingline Loans shall be
reallocated among the non-Defaulting Investors pro rata based on their Commitments (calculated without regard to such Defaulting Investor’s Commitment) but only to the extent that (x) the conditions set forth in
Section 7.03 are satisfied at the time of such reallocation (and, unless the Co-Issuers shall have otherwise notified the Administrative Agent at such time, the Co-Issuers shall be deemed to have represented and warranted that such
conditions are satisfied at such time), and (y) such reallocation does not cause the product of any non-Defaulting Investor’s related Investor Group Principal Amount multiplied by such non-Defaulting Investor’s Committed Note
Purchaser Percentage to exceed such non-Defaulting Investor’s Commitment Amount. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Investor arising from


  
 69 








 
that Investor having become a Defaulting Investor, including any claim of a non-Defaulting Investor as a result of such non-Defaulting Investor’s increased exposure following such
reallocation. 
 (iv) If the reallocation described in clause (iii) above cannot, or can only partially, be effected,
the Co-Issuers shall, without prejudice to any right or remedy available to them hereunder or under law, prepay Swingline Loans in an amount equal to the amount that cannot be so reallocated. 

(d) If the Co-Issuers, the Administrative Agent, the Swingline Lender and the L/C Provider agree in writing that an Investor
is no longer a Defaulting Investor, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any cash collateral), that Investor will, to the extent applicable, purchase that portion of outstanding Advances of the other Investors or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances
and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Investors in accordance with their respective Commitments (without giving effect to Section 9.18(c)(iii)), whereupon such Investor
will cease to be a Defaulting Investor; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Co-Issuers while that Investor was a Defaulting Investor; and
provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Investor to Investor will constitute a waiver or release of any claim of any party hereunder arising
from that Investor’s having been a Defaulting Investor. 
 Section 9.19 Consent to Springing Amendments. Each Series
2015-1 Class A-1 Noteholder and each member of each Investment Group hereby consents to (i) the Third Supplement, to be dated as of the Series 2015-1 Closing Date, to the Base Indenture, to be entered into by and among the Co-Issuers and
Citibank, N.A., as the Trustee and the securities intermediary thereunder, (ii) Amendment No. 1, to be dated as of the Series 2015-1 Closing Date, to the Amended and Restated Management Agreement, dated as of March 15, 2012, by and
among the Co-Issuers, the Guarantors, DPL, Domino’s Pizza NS Co. and Citibank, N.A. as the Trustee and (iii) Amendment No. 1, to be dated as of the Series 2015-1 Closing Date, to Parent Company Support Agreement, dated as of
March 15, 2012, made by Domino’s Pizza, Inc., a Delaware corporation, in favor of the Citibank, N.A. as the Trustee (collectively, the “Springing Amendments”), pursuant to which the amendments referenced therein shall
become operative upon the payment in full of the Outstanding Principal Amount of the Series 2012-1 Class A-2 Notes (as such term is defined in the Series 2012-1 Supplement, dated as of March 15, 2012, to the Base Indenture, entered into by
and among the Co-Issuers and Citibank, N.A., as the Trustee and the securities intermediary thereunder), and in their respective capacities as Noteholders hereby direct the Control Party to consent to the Springing Amendments. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 70 








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

			
	 DOMINO’S PIZZA MASTER ISSUER LLC

as a Co-Issuer

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S PIZZA DISTRIBUTION LLC

as a Co-Issuer

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S IP HOLDER LLC
 as a
Co-Issuer

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S SPV CANADIAN HOLDING COMPANY INC.

as a Co-Issuer

		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature Page to
Series 2015-1 Class A-1 Note Purchase Agreement 








 
			
	 DOMINO’S PIZZA FRANCHISING LLC,

as a Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC.,

as a Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC,

as a Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S RE LLC,
 as a
Guarantor

		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature Page to
Series 2015-1 Class A-1 Note Purchase Agreement 








 
			
	DOMINO’S EQ LLC,
	as a Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S SPV GUARANTOR LLC,
 as
a Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 DOMINO’S PIZZA INC.
 as
Manager

		
	By:	 	  

		 	Name:
		 	Title:
	
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,“RABOBANK NEDERLAND,” NEW YORK BRANCH,

as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature Page to
Series 2015-1 Class A-1 Note Purchase Agreement 








 
			
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,“RABOBANK NEDERLAND,” NEW YORK BRANCH,

as L/C Provider

		
	By:	 	  

		 	Name:
		 	Title:
	
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,“RABOBANK NEDERLAND,” NEW YORK BRANCH,

as Swingline Lender

		
	By:	 	  

		 	Name:
		 	Title:
	
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,“RABOBANK NEDERLAND,” NEW YORK BRANCH,

as the Committed Note Purchaser

		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature Page to
Series 2015-1 Class A-1 Note Purchase Agreement 








 
			
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH,

as the related Funding Agent

		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature Page to
Series 2015-1 Class A-1 Note Purchase Agreement 








 SCHEDULE I TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

INVESTOR GROUPS AND COMMITMENTS 
  

															
	Investor Group/Funding Agent	 	Maximum
Investor Group
Principal
Amount	 	 	Conduit
Lender (if any)	 	 	Committed Note Purchaser(s)	 	Commitment
Amount	 
					
	 Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch
	 	$	125,000,000	  	 	 	N/A	  	 	 Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch
	 	$	125,000,000	  


  
 Schedule I-1 








 SCHEDULE II TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

NOTICE ADDRESSES FOR LENDER PARTIES, AGENTS, CO-ISSUERS AND MANAGER 

CONDUIT INVESTORS 
 N/A 

COMMITTED PURCHASERS 
 Coöperatieve Centrale
Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch 
 245 Park Avenue 

New York, NY 10167 
 Attention: General Counsel 

With a copy by e-mail to: tmteam@rabobank.com 
 And a copy to:

 Susan Williams
 Assistant Vice President

245 Park Avenue, 38th Floor
 New York, NY 10167

Fax: 914.304.9326
 fm.us.bilateralloansfax@rabobank.com 

  
 Schedule II-1 








 FUNDING AGENTS 

Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch 

245 Park Avenue 
 New York, NY 10167 

Attention: General Counsel 
 With a copy by e-mail to:
tmteam@rabobank.com 
 And a copy to: 
 Susan Williams

Assistant Vice President
 245 Park Avenue, 38th Floor

New York, NY 10167
 Fax: 914.304.9326

fm.us.bilateralloansfax@rabobank.com 
 ADMINISTRATIVE AGENT

 Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch 

245 Park Avenue 
 New York, NY 10167 

Attention: General Counsel 
 With a copy by e-mail to:
tmteam@rabobank.com 
 And a copy to: 
 Susan Williams

Assistant Vice President
 245 Park Avenue, 38th Floor

New York, NY 10167
 Fax: 914.304.9326

fm.us.bilateralloansfax@rabobank.com 







 SWINGLINE LENDER 

Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch 

245 Park Avenue 
 New York, NY 10167 

Attention: General Counsel 
 With a copy by e-mail to:
tmteam@rabobank.com 
 And a copy to: 
 Susan Williams

Assistant Vice President
 245 Park Avenue, 38th Floor

New York, NY 10167
 Fax: 914.304.9326

fm.us.bilateralloansfax@rabobank.com 
 L/C PROVIDER

 Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch 

245 Park Avenue 
 New York, NY 10167 

Attention: General Counsel 
 With a copy by e-mail to:
tmteam@rabobank.com 
 And a copy to: 
 Bibi Mohamed

Vice President
 245 Park Avenue, 38th Floor

New York, NY 10167
 Phone: 212.574.7315 

Fax: 201.499.5479
 rabonysblc@rabobank.com 







 CO-ISSUERS 

Domino’s Pizza Master Issuer LLC 
 24 Frank Lloyd Wright
Drive 
 P.O. Box 485 
 Ann Arbor, MI 48105 

Attention: Secretary 
 Fax: 866.282.3872 

And a copy to (which shall not constitute notice): 
 Skadden,
Arps, Slate, Meagher & Flom LLP
 Four Times Square 

New York, New York 10036 
 Attention: David M. Midvidy 

Fax: 917.777.2089 
 Domino’s Pizza Master Issuer LLC 

24 Frank Lloyd Wright Drive 
 P.O. Box 485 

Ann Arbor, MI 48105 
 Attention: Secretary 

Fax: 866.282.3872 
 And a copy to (which shall not constitute
notice): 
 Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square 
 New York, New York 10036 

Attention: David M. Midvidy 
 Fax: 917.777.2089 

Domino’s Pizza Distribution, LLC 
 24 Frank Lloyd Wright
Drive 
 P.O. Box 485 
 Ann Arbor, MI 48105 

Attention: Secretary 
 Fax: 866.282.3872 

And a copy to (which shall not constitute notice): 
 Skadden,
Arps, Slate, Meagher & Flom LLP
 Four Times Square 

New York, New York 10036 
 Attention: David M. Midvidy 

Fax: 917.777.2089 

  
 Schedule II-1 








 Domino’s IP Holder LLC 

24 Frank Lloyd Wright Drive 
 P.O. Box 485 

Ann Arbor, MI 48105 
 Attention: Secretary 

Fax: 866.282.3872 
 And a copy to (which shall not constitute
notice): 
 Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square 
 New York, New York 10036 

Attention: David M. Midvidy 
 Fax: 917.777.2089 

MANAGER 
 DOMINO’S PIZZA LLC 

24 Frank Lloyd Wright Drive 
 P.O. Box 485 

Ann Arbor, MI 48105 
 Attention: Secretary 

Fax: 866.282.3872 
 And a copy to (which shall not constitute
notice): 
 Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square 
 New York, New York 10036 

Attention: David M. Midvidy 
 Fax: 917.777.2089 







 SCHEDULE III TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

ADDITIONAL CLOSING CONDITIONS 
 The
following are the additional conditions to initial issuance and effectiveness referred to in Section 7.01(c): 
 (a) All
corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Related Documents, and all other legal matters relating to the Related Documents and the transactions contemplated thereby, shall be
satisfactory in all material respects to the Lender Parties, and the Co-Issuers and the Guarantors shall have furnished to the Lender Parties all documents and information that the Lender Parties or their counsel may reasonably request to enable
them to pass upon such matters. 
 (b) The Lender Parties shall have received evidence satisfactory to the Lender Parties and their counsel,
that, on or before the Series 2015-1 Closing Date, all UCC-1 financing statements and assignments and other instruments required to be filed on or prior to the Series 2015-1 Closing Date pursuant to the Related Documents have been or are being
filed. 
 (c) Each Lender Party shall have received opinions of counsel, bring down letters or reliance letters, as applicable, in each case
dated as of the Series 2015-1 Closing Date and addressed to the Lender Parties, from Skadden, Arps, Slate, Meagher & Flom LLP, as counsel to the Co-Issuers, the Manager and the Parent Companies, and such local, franchise, special and
foreign counsel, dated as of the Series 2015-1 Closing Date and addressed to the Lender Parties, with respect to company matters, non-consolidation matters, security interest matters relating to the Collateral, “true contribution” matters
and, from appropriate special counsel, franchise law matters). 
 (c) The Lender Parties shall have received an opinion of Dentons US LLP,
counsel to the Trustee, dated the Series 2015-1 Closing Date and addressed to the Lender Parties, in form and substance satisfactory to the Lender Parties and their counsel. 

(d) The Lender Parties shall have received a bring down letter to the opinion of in-house counsel to the Back-Up Manager delivered in
connection with the issuance and sale of the Series 2012-1 Notes, dated the Series 2015-1 Closing Date and addressed to the Lender Parties, in form and substance satisfactory to the Lender Parties and their counsel. 

(e) The Lender Parties shall have received an opinion of Andrascik & Tita LLC, counsel to the Servicer, dated the Series 2015-1
Closing Date and addressed to the Lender Parties, in form and substance reasonably satisfactory to the Lender Parties and their counsel. 

(f) There shall exist at and as of the Series 2015-1 Closing Date no condition that would constitute an “Event of Default” (or an
event that with notice or the lapse of time, or both, would constitute an “Event of Default”) under, and as defined in, the Indenture or a material breach under any of the Related Documents as in effect at the Series 2015-1 Closing Date
(or an event that, with notice or lapse of time, or both, would constitute such a material breach). On the Series 2015-1 Closing Date, each of the Related Documents shall be in full force and effect. 

  
 Schedule III-1 








 (g) The Manager, each Guarantor and each Co-Issuer shall have furnished to the Administrative
Agent a certificate, in form and substance reasonably satisfactory to the Representative, dated as of the Closing Date, of the Chief Financial Officer (or, if such entity has no Chief Financial Officer, of another Authorized Officer) of such entity
that such entity will be Solvent immediately after the consummation of the transactions contemplated by this Agreement; provided, that, in the case of each Securitization Entity, the liabilities of the other Securitization Entities with
respect to debts, liabilities and obligations for which such Securitization Entity is jointly and severally liable shall be taken into account. 

(h) None of the transactions contemplated by this Agreement shall be subject to an injunction (temporary or permanent) and no restraining
order or other injunctive order shall have been issued; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or threatened against the Co-Issuers, the Parent Companies or the Lender Parties that
would reasonably be expected to adversely impact the issuance of the Series 2015-1 Notes and the Guarantee thereof under the G&C Agreement or the Lender Parties’ activities in connection therewith or any other transactions contemplated by
the Related Documents. 
 (i) The representations and warranties of each of the Co-Issuers, the Parent Companies and the Manager (to the
extent a party thereto) contained in the Related Documents to which each of the Co-Issuers, the Parent Companies and the Manager is a party will be true and correct (i) if qualified as to materiality or Material Adverse Effect, in all respects,
and (ii) if not so qualified, in all material respects, as of the Series 2015-1 Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct (x) if qualified
as to materiality, in all respects, and (y) if not so qualified, in all material respects, as of such earlier date). 
 (j) The
Co-Issuers shall have delivered $1,300,000,000 of the Series 2015-1 Class A-2 Notes to the Initial Purchasers on the Series 2015-1 Closing Date. 

(k) The Lender Parties shall have received a certificate from each Co-Issuer, and the Manager, in each case executed on behalf of such Person
by any Authorized Officer of the such Person, dated the Series 2015-1 Closing Date, to the effect that, to the best of each such Authorized Officer’s knowledge, (i) the representations and warranties of such Person in this Agreement and in
each other Related Document to which such Person is a party are true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not so qualified, in all material respects, in each case, on and as
of the Series 2015-1 Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct (x) if qualified as to materiality or Material Adverse Effect, in all respects,
and (y) if not so qualified, in all material respects, in each case, as of such earlier date); (ii) such Person has complied with all agreements in all material respects and satisfied all conditions on its part to be performed or satisfied
hereunder or under the Related Documents at or prior to the Series 2015-1 Closing Date; (iii) subsequent to the date as of which information is given in the Pricing Disclosure Package (as defined in the Series 2015-1 Class A-2 Note


  
 Schedule III-2 








 
Purchase Agreement), there has not been any development in the general affairs, business, properties, capitalization, condition (financial or otherwise) or results of operation of such Person
except as set forth or contemplated in the Pricing Disclosure Package or as described in such certificate or certificates that could reasonably be expected to result in a Material Adverse Effect; and (iv) nothing has come to such officer’s
attention that would lead such Authorized Officer to believe that the Pricing Disclosure Package, as of the Applicable Time (as defined in the Series 2015-1 Class A-2 Note Purchase Agreement), and as of the Series 2015-1 Closing Date, or the
Offering Memorandum as of its date and as of the Series 2015-1 Closing Date included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. 
 (m) On or prior to the Series 2015-1 Closing Date, the Co-Issuers shall
have jointly and severally paid to the Administrative Agent (i) the Upfront Commitment Fee (under and as defined in the Series 2015-1 Class A-1 VFN Fee Letter) and (ii) the initial installment of Administrative Agent Fee (under and as
defined in the Series 2015-1 Class A-1 VFN Fee Letter). 
 All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Administrative Agent. 

  
 Schedule III-3 








 SCHEDULE IV TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

Letters of Credit 
  

											
	 Applicant
	  	Beneficiary	  	Facility
Maturity	  	LC
Effective
Date	  	LC Expiry
Date	  	Face Amount
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	


  
 Schedule IV-1 








 EXHIBIT A-1 TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

ADVANCE REQUEST 

DOMINO’S PIZZA MASTER ISSUER LLC 

DOMINO’S SPV CANADIAN HOLDING COMPANY INC. 

DOMINO’S PIZZA DISTRIBUTION LLC and 

DOMINO’S IP HOLDER LLC 

SERIES 2015-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1 

TO: 
 Coöperatieve Centrale
Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent 
 Ladies and Gentlemen: 

This Advance Request is delivered to you pursuant to Section 2.03 of that certain Series 2015-1 Class A-1 Note Purchase
Agreement, dated as of October 21, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Series 2015-1 Class A-1 Note Purchase Agreement”), by and among Domino’s Pizza
Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution, LLC and Domino’s IP Holder LLC, as Co-Issuers, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc.,
Domino’s Pizza Canadian Distribution ULC, Domino’s Re LLC, Domino’s EQ LLC And Domino’s SPV Guarantor LLC, as Guarantors, Domino’s Pizza LLC, as Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents
named therein, the L/C Provider and Swingline Lender named therein, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent (in such capacity, the
“Administrative Agent”). 
 Unless otherwise defined herein or as the context otherwise requires, terms used herein have
the meaning assigned thereto under or as provided in the Recitals and Section 1.01 of the Series 2015-1 Class A-1 Note Purchase Agreement. 

The undersigned hereby requests that Advances be made in the aggregate principal amount of $        
on             , 20    . 
 [IF THE CO-ISSUERS IS
ELECTING EURODOLLAR RATE FOR THESE ADVANCES ON THE DATE MADE IN ACCORDANCE WITH SECTION 3.01(b) OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, ADD THE FOLLOWING SENTENCE: The undersigned hereby elects that the Advances that are not funded at the CP Rate
by an Eligible Conduit Investor shall be Eurodollar Advances and the related Eurodollar Interest Period shall commence on the date of such Eurodollar Advances and end on but excluding the date [one month subsequent to such date] [two 


  
 A-1 








 
months subsequent to such date] [three months subsequent to such date] [six months subsequent to such date] [or such other time period subsequent to such date not to exceed six months as
agreed upon by the Master Issuer and Administrative Agent.] 
 The undersigned hereby acknowledges that the delivery of this Advance
Request and the acceptance by the undersigned of the proceeds of the Advances requested hereby constitute a representation and warranty by the undersigned that, on the date of such Advances, and before and after giving effect thereto and to the
application of the proceeds therefrom, all conditions set forth in Section 7.03 of the Series 2015-1 Class A-1 Note Purchase Agreement have been satisfied and all statements set forth in Section 6.01 of the Series 2015-1
Class A-1 Note Purchase Agreement are true and correct. 
 The undersigned agrees that if prior to the time of the Advances requested
hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify both you and each Investor. Except to the extent, if any, that prior to the time of the Advances requested hereby
you and each Investor shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Advances as if then made. 

Please wire transfer the proceeds of the Advances, first, $[        ] to the Swingline Lender
and $[        ] to the L/C Provider for application to repayment of outstanding Swingline Loans and Unreimbursed L/C Drawings, as applicable, and, second, pursuant to the following instructions: 

[insert payment instructions] 

  
 A-2 








 The undersigned has caused this Advance Request to be executed and delivered, and the
certification and warranties contained herein to be made, by its duly Authorized Officer this     day of             , 20    . 

 

			
	DOMINO’S PIZZA LLC,
	 as Manager on behalf of the Co-Issuers

		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 








 EXHIBIT A-2 TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

SWINGLINE LOAN REQUEST 

DOMINO’S PIZZA MASTER ISSUER LLC, 

DOMINO’S SPV CANADIAN HOLDING COMPANY INC., 

DOMINO’S PIZZA DISTRIBUTION LLC, AND 

DOMINO’S IP HOLDER LLC 

SERIES 2015-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1 

TO: 
 Coöperatieve Centrale
Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as Swingline Lender 
 Ladies and Gentlemen: 

This Swingline Loan Request is delivered to you pursuant to Section 2.06 of that certain Series 2015-1 Class A-1 Note
Purchase Agreement, dated as of October 21, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Series 2015-1 Class A-1 Note Purchase Agreement”), by and among Domino’s
Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution, LLC and Domino’s IP Holder LLC, as Co-Issuers, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc.,
Domino’s Pizza Canadian Distribution ULC, Domino’s Re LLC, Domino’s EQ LLC And Domino’s SPV Guarantor LLC, as Guarantors, Domino’s Pizza LLC, as Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents
named therein, the L/C Provider and Swingline Lender named therein, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent (in such capacity, the
“Administrative Agent”). 
 Unless otherwise defined herein or as the context otherwise requires, terms used herein have
the meaning assigned thereto under or as provided in the Recitals and Section 1.01 of the Series 2015-1 Class A-1 Note Purchase Agreement. 

The undersigned hereby requests that Swingline Loans be made in the aggregate principal amount of $
        on             , 20    . 

The undersigned hereby acknowledges that the delivery of this Swingline Loan Request and the acceptance by the undersigned of the proceeds of
the Swingline Loans requested hereby constitute a representation and warranty by the undersigned that, on the date of such Advances, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set
forth in Section 7.03 of the Series 2015-1 Class A-1 Note Purchase Agreement have been satisfied and all statements set forth in Section 6.01 of the Series 2015-1 Class A-1 Note Purchase Agreement are true and
correct. 

  
 A-1-1 








 The undersigned agrees that if prior to the time of the Swingline Loans requested hereby any
matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify you. Except to the extent, if any, that prior to the time of the Swingline Loans requested hereby you shall receive written
notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Swingline Loans as if then made. 

Please wire transfer the proceeds of the Swingline Loans pursuant to the following instructions: 

[insert payment instructions] 

  
 A-1-2 








 The undersigned has caused this Swingline Loan Request to be executed and delivered, and the
certification and warranties contained herein to be made, by its duly Authorized Officer this     day of             , 20    . 

 

			
	 DOMINO’S PIZZA LLC,

as Manager on behalf of the Co-Issuers

		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-1 








 EXHIBIT B TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of
[                    ], by and among
[                    ] (the “Transferor”), each purchaser listed as an Acquiring Committed Note Purchaser on the signature pages
hereof (each, an “Acquiring Committed Note Purchaser”), the Funding Agent with respect to such Acquiring Committed Note Purchaser listed on the signature pages hereof (each, a “Funding Agent”), and the Co-Issuers,
Swingline Lender and L/C Provider listed on the signature pages hereof. 
 W I T N E S
S E T H: 
 WHEREAS, this Assignment and Assumption Agreement is being executed and delivered in accordance with
Section 9.17(a) of the Series 2015-1 Class A-1 Note Purchase Agreement, dated as of October 21, 2015 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series
2015-1 Class A-1 Note Purchase Agreement”; terms used but not otherwise defined herein having the meanings ascribed to such terms therein), by and among the Co-Issuers, the Guarantors, the Manager, the Conduit Investors, Committed Note
Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, Domino’s Pizza LLC, as Manager, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch,
as Administrative Agent (in such capacity, the “Administrative Agent”); 
 WHEREAS, each Acquiring Committed Note Purchaser
(if it is not already an existing Committed Note Purchaser) wishes to become a Committed Note Purchaser party to the Series 2015-1 Class A-1 Note Purchase Agreement; and 

WHEREAS, the Transferor is selling and assigning to each Acquiring Committed Note Purchaser, [all] [a portion of] its rights, obligations and
commitments under the Series 2015-1 Class A-1 Note Purchase Agreement, the Series 2015-1 Class A-1 Advance Notes and each other Related Document to which it is a party with respect to the percentage of its Commitment Amount specified on
Schedule I attached hereto; 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 

Upon the execution and delivery of this Assignment and Assumption Agreement by each Acquiring Committed Note Purchaser, each related Funding
Agent, the Transferor, the Swingline Lender, the L/C Provider and, to the extent required by Section 9.17(a) of the Series 2015-1 Class A-1 Note Purchase Agreement, the Co-Issuers (the date of such execution and delivery, the
“Transfer Issuance Date”), each Acquiring Committed Note Purchaser shall be a Committed Note Purchaser party to the Series 2015-1 Class A-1 Note Purchase Agreement for all purposes thereof. 

The Transferor acknowledges receipt from each Acquiring Committed Note Purchaser of an amount equal to the purchase price, as agreed between
the Transferor and such Acquiring Committed Note Purchaser (the “Purchase Price”), of the portion being purchased by such Acquiring Committed Note Purchaser (such Acquiring Committed Note Purchaser’s “Purchased
Percentage”) of (i) the Transferor’s Commitment under the Series 2015-1 Class A-1 

  
 B-1 








 
Note Purchase Agreement and (ii) the Transferor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount. The Transferor hereby irrevocably sells, assigns
and transfers to each Acquiring Committed Note Purchaser, without recourse, representation or warranty, and each Acquiring Committed Note Purchaser hereby irrevocably purchases, takes and assumes from the Transferor, such Acquiring Committed Note
Purchaser’s Purchased Percentage of (x) the Transferor’s Commitment under the Series 2015-1 Class A-1 Note Purchase Agreement and (y) the Transferor’s Committed Note Purchaser Percentage of the related Investor Group
Principal Amount. 
 The Transferor has made arrangements with each Acquiring Committed Note Purchaser with respect to (i) the portion,
if any, to be paid, and the date or dates for payment, by the Transferor to such Acquiring Committed Note Purchaser of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “Fees”)
[heretofore received] by the Transferor pursuant to Section 3.02 of the Series 2015-1 Class A-1 Note Purchase Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for
payment, by such Acquiring Committed Note Purchaser to the Transferor of Fees or [                    ] received by such Acquiring Committed Note
Purchaser pursuant to the Series 2015-1 Supplement from and after the Transfer Issuance Date]. 
 From and after the Transfer Issuance Date,
amounts that would otherwise be payable to or for the account of the Transferor pursuant to the Series 2015-1 Supplement or the Series 2015-1 Class A-1 Note Purchase Agreement shall, instead, be payable to or for the account of the Transferor
and the Acquiring Committed Note Purchasers, as the case may be, in accordance with their respective interests as reflected in this Assignment and Assumption Agreement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue
subsequent to the Transfer Issuance Date. 
 Each of the parties to this Assignment and Assumption Agreement agrees that, at any time and
from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment and
Assumption Agreement. 
 By executing and delivering this Assignment and Assumption Agreement, the Transferor and each Acquiring Committed
Note Purchaser confirm to and agree with each other and the other parties to the Series 2015-1 Class A-1 Note Purchase Agreement as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the
interest being assigned hereby free and clear of any adverse claim, the Transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the
Series 2015-1 Supplement, the Series 2015-1 Class A-1 Note Purchase Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series 2015-1 Class A-1 Notes, the Related
Documents or any instrument or document furnished pursuant thereto; (ii) the Transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Co-Issuers or the performance or observance
by the Co-Issuers of any of the Co-Issuers’ obligations under the Indenture, the Series 2015-1 Class A-1 Note Purchase Agreement, the Related Documents or any other instrument or document furnished pursuant hereto; (iii) each


  
 B-2 








 
Acquiring Committed Note Purchaser confirms that it has received a copy of the Indenture, the Series 2015-1 Class A-1 Note Purchase Agreement and such other Related Documents and other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (iv) each Acquiring Committed Note Purchaser will, independently and without reliance
upon the Administrative Agent, the Transferor, the Funding Agent or any other Investor Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Series 2015-1 Class A-1 Note Purchase Agreement; (v) each Acquiring Committed Note Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the
Series 2015-1 Class A-1 Note Purchase Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2015-1
Class A-1 Note Purchase Agreement; (vi) each Acquiring Committed Note Purchaser appoints and authorizes its related Funding Agent to take such action as agent on its behalf and to exercise such powers under the Series 2015-1 Class A-1
Note Purchase Agreement as are delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2015-1 Class A-1 Note Purchase Agreement;
(vii) each Acquiring Committed Note Purchaser agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Series 2015-1 Class A-1 Note Purchase Agreement are required to be performed by it as
an Acquiring Committed Note Purchaser; and (viii) each Acquiring Committed Note Purchaser hereby represents and warrants to the Co-Issuers and the Manager that: (A) it has had an opportunity to discuss the Co-Issuers’ and the
Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Manager and their respective representatives; (B) it is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act and otherwise meets the criteria in Section 6.03(b) of the Series 2015-1 Class A-1 Note Purchase Agreement and has sufficient knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2015-1 Class A-1 Notes; (C) it is purchasing the Series 2015-1 Class A-1
Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (viii)(B) above and for which it is
acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and
neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2015-1 Class A-1 Notes; (D) it understands that (I) the Series 2015-1
Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving
any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have
been delivered in advance to the Co-Issuers, (II) the Co-Issuers is not required to register the Series 2015-1 Class A-1 Notes, (III) any permitted transferee hereunder must be a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act and must otherwise meet the criteria described under clause (viii)(B) above and (IV) any transfer must comply with the provisions of 

  
 B-3 








 
Section 2.8 of the Base Indenture, Section 4.3 of the Series 2015-1 Supplement and Sections 9.03 or 9.17, as applicable, of the Series 2015-1 Class A-1 Note Purchase Agreement;
(E) it will comply with the requirements of clause (viii)(D) above in connection with any transfer by it of the Series 2015-1 Class A-1 Notes; (F) it understands that the Series 2015-1 Class A-1 Notes will bear the legend
set out in the form of Series 2015-1 Class A-1 Notes attached to the Series 2015-1 Supplement and be subject to the restrictions on transfer described in such legend; (G) it will obtain for the benefit of the Co-Issuers from any purchaser
of the Series 2015-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and (H) it has executed a Purchaser’s Letter substantially in the form of Exhibit D to the Series
2015-1 Class A-1 Note Purchase Agreement. 
 Schedule I hereto sets forth (i) the Purchased Percentage for each Acquiring
Committed Note Purchaser, (ii) the revised Commitment Amounts of the Transferor and each Acquiring Committed Note Purchaser, and (iii) the revised Maximum Investor Group Principal Amounts for the Investor Groups of the Transferor and each
Acquiring Committed Note Purchaser (it being understood that if the Transferor was part of a Conduit Investor’s Investor Group and the Acquiring Committed Note Purchaser is intended to be part of the same Investor Group, there will not be any
change to the Maximum Investor Group Principal Amount for that Investor Group) and (iv) administrative information with respect to each Acquiring Committed Note Purchaser and its related Funding Agent. 

This Assignment and Assumption Agreement and all matters arising under or in any manner relating to this Assignment and Assumption Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York), and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law. 

ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ON THE SERIES 2015-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OR THE SERIES 2015-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS ASSIGNMENT AND ASSUMPTION AGREEMENT. 

  
 B-4 








 IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be
executed by their respective duly authorized officers as of the date first set forth above. 
  

			
	[                                    
    ], as Transferor
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	[                                    ],
as Acquiring Committed Note Purchaser
		
	By:	 	  

		 	Name:
		 	Title:
	
	[                                    ],
as Funding Agent
		
	By:	 	  

		 	Name:
		 	Title:



  
 B-5 








 
			
	CONSENTED AND ACKNOWLEDGED BY THE CO-ISSUERS:
	
	DOMINO’S PIZZA MASTER ISSUER LLC, as a Co-Issuer
		
	By:	 	  

		 	Name:
		 	Title:
	
	DOMINO’S SPV CANADIAN HOLDING COMPANY INC., as a Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	DOMINO’S PIZZA DISTRIBUTION LLC, as a Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	DOMINO’S IP HOLDER LLC, as a Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 B-6 








 
			
	CONSENTED BY:
	
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, as Swingline Lender
		
	By:	 	  

		 	Name:
		 	Title:
	
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, as L/C Provider
		
	By:	 	  

		 	Name:
		 	Title:



  
 B-7 








 SCHEDULE I TO 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

LIST OF ADDRESSES FOR NOTICES 

AND OF COMMITMENT AMOUNTS 

[                         
           ], as 
 Transferor 

Prior Commitment Amount: $[        ] 

Revised Commitment Amount: $[        ] 

Prior Maximum Investor Group 
 Principal Amount:
$[        ] 
 Revised Maximum Investor 

Group Principal Amount: $[        ] 

Related Conduit Investor 
 (if applicable)
[                    ] 

[                         
               ], as 
 Acquiring Committed Note Purchaser Address:

 Attention: 
 Telephone: 

Facsimile: 
 Purchased Percentage of 

Transferor’s Commitment: [    ]% 
 Prior
Commitment Amount: $[        ] 
 Revised Commitment Amount: $[        ]

 Prior Maximum Investor Group 
 Principal Amount:
$[        ] 
 Revised Maximum Investor 

  
 B-8 








 Group Principal Amount: $[        ] 

Related Conduit Investor 
 (if applicable)
[            ] 

[                         
               ], as 
 related Funding Agent 

Address: 
 Attention: 

Telephone: 
 Facsimile: 

  
 B-9 








 EXHIBIT C TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

INVESTOR GROUP SUPPLEMENT, dated as of
[                    ], by and among
(i) [                    ] (the “Transferor Investor Group”),
(ii) [                    ] (the “Acquiring Investor Group”), (iii) the Funding Agent with respect to the Acquiring
Investor Group listed on the signature pages hereof (each, a “Funding Agent”), and (iv) the Co-Issuers, the Swingline Lender and the L/C Provider listed on the signature pages hereof. 

W I T N E S S E T H: 

WHEREAS, this Investor Group Supplement is being executed and delivered in accordance with Section 9.17(c) of the Series 2015-1
Class A-1 Note Purchase Agreement, dated as of October 21, 2015 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series 2015-1 Class A-1 Note Purchase
Agreement”; terms used but not otherwise defined herein having the meanings ascribed to such terms therein), by and among the Co-Issuers, the Guarantors, the Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents named
therein, the L/C Provider and Swingline Lender named therein, Domino’s Pizza LLC, as Manager, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as Administrative Agent (in such
capacity, the “Administrative Agent”); 
 WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and [a]
Committed Note Purchaser[s] with respect to such Conduit Investor under the Series 2015-1 Class A-1 Note Purchase Agreement; and 

WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring Investor Group [all] [a portion of] its respective rights,
obligations and commitments under the Series 2015-1 Class A-1 Note Purchase Agreement, the Series 2015-1 Class A-1 Advance Notes and each other Related Document to which it is a party with respect to the percentage of its Commitment Amount
specified on Schedule I attached hereto; 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 

Upon the execution and delivery of this Investor Group Supplement by the Acquiring Investor Group, each related Funding Agent with respect
thereto, the Transferor Investor Group, the Swingline Lender, the L/C Provider and, to the extent required by Section 9.17(c) of the Series 2015-1 Class A-1 Note Purchase Agreement (the date of such execution and delivery, the
“Transfer Issuance Date”), the Co-Issuers, the Conduit Investor and the Committed Note Purchaser[s] with respect to the Acquiring Investor Group shall be parties to the Series 2015-1 Class A-1 Note Purchase Agreement for all
purposes thereof. 
 The Transferor Investor Group acknowledges receipt from the Acquiring Investor Group of an amount equal to the purchase
price, as agreed between the Transferor Investor Group and the Acquiring Investor Group (the “Purchase Price”), of the portion being purchased by the Acquiring Investor Group (the Acquiring Investor Group’s “Purchased
Percentage”) of (i) the aggregate Commitment[s] of the Committed Note Purchaser[s] included in the Transferor Investor Group under the Series 2015-1 Class A-1 Note Purchase Agreement and (ii) the


  
 C-1 








 
aggregate related Committed Note Purchaser Percentage[s] of the related Investor Group Principal Amount. The Transferor Investor Group hereby irrevocably sells, assigns and transfers to the
Acquiring Investor Group, without recourse, representation or warranty, and the Acquiring Investor Group hereby irrevocably purchases, takes and assumes from the Transferor Investor Group, such Acquiring Investor Group’s Purchased Percentage of
(x) the aggregate Commitment[s] of the Committed Note Purchaser[s] included in the Transferor Investor Group under the Series 2015-1 Class A-1 Note Purchase Agreement and (y) the aggregate related Committed Note Purchaser
Percentage[s] of the related Investor Group Principal Amount. 
 The Transferor Investor Group has made arrangements with the Acquiring
Investor Group with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Investor Group to such Acquiring Investor Group of any program fees, undrawn facility fee, structuring and commitment fees
or other fees (collectively, the “Fees”) [heretofore received] by the Transferor Investor Group pursuant to Section 3.02 of the Series 2015-1 Class A-1 Note Purchase Agreement prior to the Transfer Issuance Date
[and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Acquiring Investor Group to the Transferor Investor Group of Fees or
[                    ] received by such Acquiring Investor Group pursuant to the Series 2015-1 Supplement from and after the Transfer Issuance Date].

 From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Transferor Investor Group
pursuant to the Series 2015-1 Supplement or the Series 2015-1 Class A-1 Note Purchase Agreement shall, instead, be payable to or for the account of the Transferor Investor Group and the Acquiring Investor Group, as the case may be, in
accordance with their respective interests as reflected in this Investor Group Supplement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date. 

Each of the parties to this Investor Group Supplement agrees that, at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Investor Group Supplement. 

The Acquiring Investor Group has executed and delivered to the Administrative Agent a Purchaser’s Letter substantially in the form of
Exhibit D to the Series 2015-1 Class A-1 Note Purchase Agreement. 
 By executing and delivering this Investor Group Supplement, the
Transferor Investor Group and the Acquiring Investor Group confirm to and agree with each other and the other parties to the Series 2015-1 Class A-1 Note Purchase Agreement as follows: (i) other than the representation and warranty that it
is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Series 2015-1 Supplement, the Series 2015-1 Class A-1 Note Purchase Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the
Series 2015-1 Class A-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii) the Transferor Investor Group makes no representation or warranty and assumes no responsibility








 
with respect to the financial condition of the Co-Issuers or the performance or observance by the Co-Issuers of any of the Co-Issuers’ obligations under the Indenture, the Series 2015-1
Class A-1 Note Purchase Agreement, the Related Documents or any other instrument or document furnished pursuant hereto; (iii) the Acquiring Investor Group confirms that it has received a copy of the Indenture, the Series 2015-1
Class A-1 Note Purchase Agreement and such other Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Investor Group Supplement; (iv) the
Acquiring Investor Group will, independently and without reliance upon the Administrative Agent, the Transferor Investor Group, the Funding Agents or any other Person and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Series 2015-1 Class A-1 Note Purchase Agreement; (v) the Acquiring Investor Group appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under the Series 2015-1 Class A-1 Note Purchase Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all
in accordance with Article V of the Series 2015-1 Class A-1 Note Purchase Agreement; (vi) each member of the Acquiring Investor Group appoints and authorizes its related Funding Agent, listed on Schedule I hereto, to take
such action as agent on its behalf and to exercise such powers under the Series 2015-1 Class A-1 Note Purchase Agreement as are delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental
thereto, all in accordance with Article V of the Series 2015-1 Class A-1 Note Purchase Agreement; (vii) each member of the Acquiring Investor Group agrees that it will perform in accordance with their terms all of the obligations
that by the terms of the Series 2015-1 Class A-1 Note Purchase Agreement are required to be performed by it as a member of the Acquiring Investor Group; and (viii) each member of the Acquiring Investor Group hereby represents and warrants
to the Co-Issuers and the Manager that: (A) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers
and the Manager and their respective representatives; (B) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2015-1 Class A-1 Notes; (C) it is purchasing the Series 2015-1 Class A-1 Notes for its
own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (viii)(B) above and for which it is acting with
complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it
nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2015-1 Class A-1 Notes; (D) it understands that (I) the Series 2015-1 Class A-1
Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public
offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been
delivered in advance to the Co-Issuers, (II) the Co-Issuers is not required to register the Series 2015-1 Class A-1 Notes, (III) 







 
any permitted transferee hereunder must meet the criteria described under clause (viii)(B) above and (IV) any transfer must comply with the provisions of Section 2.8 of the Base
Indenture, Section 4.3 of the Series 2015-1 Supplement and Sections 9.03 or 9.17, as applicable, of the Series 2015-1 Class A-1 Note Purchase Agreement; (E) it will comply with the requirements of clause (viii)(D) above in
connection with any transfer by it of the Series 2015-1 Class A-1 Notes; (F) it understands that the Series 2015-1 Class A-1 Notes will bear the legend set out in the form of Series 2015-1 Class A-1 Notes attached to the Series
2015-1 Supplement and be subject to the restrictions on transfer described in such legend; (G) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2015-1 Class A-1 Notes substantially the same representations
and warranties contained in the foregoing paragraphs; and (H) it has executed a Purchaser’s Letter substantially in the form of Exhibit D to the Series 2015-1 Class A-1 Note Purchase Agreement. 

Schedule I hereto sets forth (i) the Purchased Percentage for the Acquiring Investor Group, (ii) the revised Commitment
Amounts of the Transferor Investor Group and the Acquiring Investor Group, and (iii) the revised Maximum Investor Group Principal Amounts for the Transferor Investor Group and the Acquiring Investor Group and (iv) administrative
information with respect to the Acquiring Investor Group and its related Funding Agent. 
 This Investor Group Supplement and all matters
arising under or in any manner relating to this Investor Group Supplement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with
such law. 
 ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON OR ON THE SERIES 2015-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES 2015-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS INVESTOR GROUP SUPPLEMENT. 
 IN WITNESS WHEREOF, the
parties hereto have caused this Investor Group Supplement to be executed by their respective duly authorized officers as of the date first set forth above. 







 
			
	[                    ], as Transferor Investor Group
		
	By:	 	  

		 	Name:
		 	Title
	
	[                    ], as Acquiring Investor Group
		
	By:	 	  

		 	Name:
		 	Title:
	
	[                    ], as Funding Agent
		
	By:	 	  

		 	Name:
		 	Title









 
			
	CONSENTED AND ACKNOWLEDGED
	BY THE CO-ISSUERS:
	
	DOMINO’S PIZZA MASTER ISSUER LLC, as a Co-Issuer
		
	By:	 	  

		 	Name:
		 	Title:
	
	DOMINO’S SPV CANADIAN HOLDING COMPANY INC., as a Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	DOMINO’S PIZZA DISTRIBUTION LLC, as a Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	DOMINO’S IP HOLDER LLC, as a Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	









 
			
	CONSENTED BY:
	
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, as Swingline
	 Lender

		
	By:	 	  

		 	Name:
		 	Title:
	
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, as L/C Provider
		
	By:	 	  

		 	Name:
		 	Title:









 SCHEDULE I TO 

INVESTOR GROUP SUPPLEMENT 

LIST OF ADDRESSES FOR NOTICES 

AND OF COMMITMENT AMOUNTS 

[                         
               ], as 
 Transferor Investor Group 

Prior Commitment Amount: $[        ] 

Revised Commitment Amount: $[        ] 

Prior Maximum Investor Group 
 Principal Amount:
$[        ] 
 Revised Maximum Investor 

Group Principal Amount: $[        ] 

[                         
               ], as 
 Acquiring Investor Group 

Address: 
 Attention: 

Telephone: 
 Facsimile: 

Purchased Percentage of 
 Transferor Investor Group’s
Commitment: [    ]% 
 Prior Commitment Amount: $[        ] 

Revised Commitment Amount: $[        ] 

Prior Maximum Investor Group 
 Principal Amount:
$[         







 Revised Maximum Investor 

Group Principal Amount: $[         

[                         
               ], as 
 related Funding Agent 

Address: Attention: 
 Telephone: 

Facsimile: 







 EXHIBIT D TO CLASS A-1 

NOTE PURCHASE AGREEMENT 

[FORM OF PURCHASER’S LETTER] 

[INVESTOR] 
 [INVESTOR ADDRESS] 

Attention: [INVESTOR CONTACT]                     [Date]

 Ladies and Gentlemen: 
 Reference is hereby
made to the Class A-1 Note Purchase Agreement dated October 21, 2015 (the “NPA”) relating to the offer and sale (the “Offering”) of up to $125,000,000 of Series 2015-1 Variable Funding Senior Notes,
Class A-1 (the “Securities”) of Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution, LLC and Domino’s IP Holder LLC (collectively, the
“Co-Issuers”). The Offering will not be required to be registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”) under an exemption from registration
granted in Section 4(a)(2) of the Act. Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch is acting as administrative agent (the “Administrative Agent”) in connection
with the Offering. Unless otherwise defined herein, capitalized terms have the definitions ascribed to them in the NPA. Please confirm with us your acknowledgement and agreement with the following: 

 

	 	(a)	You are a “qualified institutional buyer” within the meaning of Rule 144A under the Act (a “Qualified Institutional Buyer”) and have sufficient knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of investing in, and are able and prepared to bear the economic risk of investing in, the Securities. 


 

	 	(b)	Neither the Administrative Agent nor its Affiliates (i) has provided you with any information with respect to the Co-Issuers, the Securities or the Offering other than the information contained in the NPA, which
was prepared by the Co-Issuers, or (ii) makes any representation as to the credit quality of the Co-Issuers or the merits of an investment in the Securities. The Administrative Agent has not provided you with any legal, business, tax or other
advice in connection with the Offering or your possible purchase of the Securities. 

  

	 	(c)	You acknowledge that you have completed your own diligence investigation of the Co-Issuers and the Securities and have had sufficient access to the agreements, documents, records, officers and directors of the
Co-Issuers to make your investment decision related to the Securities. You further acknowledge that you have had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and
conditions of the proposed purchase, with the Co-Issuers and the Manager and their respective representatives. 


  
 D-1 









	 	(d)	The Administrative Agent may currently or in the future own securities issued by, or have business relationships (including, among others, lending, depository, risk management, advisory and banking relationships) with,
the Co-Issuers and its affiliates, and the Administrative Agent will manage such security positions and business relationships as it determines to be in its best interests, without regard to the interests of the holders of the Securities.


  

	 	(e)	You are purchasing the Securities for your own account, or for the account of one or more Persons who are Qualified Institutional Buyers and who meet the criteria described in paragraph (a) above and for whom you
are acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Act, subject, nevertheless, to the understanding that the disposition of your property shall at all times be and
remain within your control, and neither you nor your Affiliates has engaged in any general solicitation or general advertising within the meaning of the Act, or the rules and regulations promulgated thereunder with respect to the Securities. You
confirm that, to the extent you are purchasing the Securities for the account of one or more other Persons, (i) you have been duly authorized to make the representations, warranties, acknowledgements and agreements set forth herein on their
behalf and (ii) the provisions of this letter constitute legal, valid and binding obligations of you and any other Person for whose account you are acting; 

  

	 	(f)	You understand that (i) the Securities have not been and will not be registered or qualified under the Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being
offered only in a transaction not involving any public offering within the meaning of the Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and
an opinion of counsel on the foregoing shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers is not required to register the Securities under the Act or any applicable state securities laws or the securities laws of any
state of the United States or any other jurisdiction, (iii) any permitted transferee under the NPA must be a Qualified Institutional Buyer and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture,
Section 4.3 of the Series 2015-1 Supplement and Sections 9.03 or 9.17 of the NPA, as applicable; 

  

	 	(g)	You will comply with the requirements of paragraph (f) above in connection with any transfer by you of the Securities; 

  

	 	(h)	You understand that the Securities will bear the legend set out in the form of Securities attached to the Series 2015-1 Supplement and be subject to the restrictions on transfer described in such legend;


  

	 	(i)	 Either (i) you are not acquiring or holding the Securities for or on behalf of, or with the assets of, any plan, account or other arrangement
that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended 



  
 D-2 









	 	
(“ERISA”), Section 4975 of the Code, or provisions under any Similar Law (as defined in the Series 2015-1 Supplemental Definitions List attached to the Series 2015-1
Supplement as Annex A) or (ii) your purchase and holding of the Securities does not constitute and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any
applicable Similar Law; and 

  

	 	(j)	You will obtain for the benefit of the Co-Issuers from any purchaser of the Securities substantially the same representations and warranties contained in the foregoing paragraphs. 


This letter agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any
choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 

  
 D-3 








 You understand that the Administrative Agent will rely upon this letter agreement in acting as an
Administrative Agent in connection with the Offering. You agree to notify the Administrative Agent promptly in writing if any of your representations, acknowledgements or agreements herein cease to be accurate and complete. You irrevocably authorize
the Administrative Agent to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth herein. 

 

			
	[                    ]
		
	By:	 	  

		 	Name:
		 	Title:
	
	Agreed and Acknowledged:
	
	[INVESTOR]
		
	By:	 	  

		 	Name:
		 	Title:



  
 D-4