Common use of Increases Clause in Contracts

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. (New York City timea) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding each Managing Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide ) of each such Borrowing Incremental Purchase in conformity with the Required Notice to the Co-AgentsPeriod. Each Borrowing Purchase Notice shall be subject to Section 6.2 5.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 15,000,000 in the aggregate for all Purchasers), date of $100,000purchase (which date shall give effect to the applicable Required Notice Period), the type of Discount Rate (determined in accordance with, and subject to the limitations set forth in, Article III hereof) and Tranche Period; provided, that the Borrowing Date and the requested Interest Rate and Interest Period for Seller may not send more than two (2) Purchase Notices in any portion to be funded by any Committed Lender. Upon one-week period. (b) Following receipt of a Borrowing Purchase Notice, (ai) for each Unaffiliated Committed Lender severally Purchaser Group which has a Conduit Purchaser member, the related Managing Agent shall notify such Conduit Purchaser of its receipt of same and determine whether such Conduit Purchaser agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Noticepurchase, and (b) each Co-Agent shall determine whether its if the applicable Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit Purchaser declines to make such purchase, the Managing Agent shall notify the Committed Purchasers in such Purchaser Group of its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence receipt of such a cancellation, Purchase Notice and of the Advance Conduit Purchaser declining to make such purchase and the Incremental Purchase of the Purchaser Interest will be made by such Committed Purchasers and (ii) for each Unaffiliated Purchaser Group which does not have a Conduit Purchaser member, the related Managing Agent shall notify the Committed Lender, each other Conduit Purchasers in such Purchaser Group of its receipt of such Purchase Notice and the Incremental Purchase of the Purchaser Interest will be made by such Conduit’s Committed Lenders. Purchasers. (c) Each Incremental Purchase to be made hereunder shall be made ratably among the Purchaser Groups in accordance with their respective Purchaser Group Limits. (d) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIV, each applicable Lender will cause Purchaser shall make available to its related Managing Agent at its address listed beneath its signature on its signature page to this Agreement, for deposit to such account as the proceeds of its Loan comprising a portion of such Advance Seller designates from time to be deposited to the Funding Accounttime, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interests then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written at least two Business Days’ (or if the date of such Purchase will be other than a Settlement Date, three Business Days’) prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and the Borrowing requested date of such Purchase (which shall be on a Settlement Date and or any other Business Day so long as no more than one Purchase occurs each calendar month on a date other than a Settlement Date) and, in the requested Interest Rate and Interest Period for any portion case of a Purchase, if the Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period and shall be accompanied by a current listing of all Receivables (including any Receivables to be purchased by Seller under the Receivables Sale Agreement on the date of such Purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) Agent will promptly notify the MUFG Conduit of such Purchase Notice, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Purchaser Agent will promptly notify the requested Advance specified Conduit in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and (b) Agent and each Co-Purchaser Agent shall determine whether its Conduit will fund a Loan in an amount equal identify the Conduits that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvancePurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Purchase of such Receivables, Related Security and Collections, which such Conduit has declined to Purchase, will be made by each Unaffiliated Committed Lender, each other Conduit and such declining Conduit’s Committed LendersRelated Financial Institution(s) in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, Agent shall send notice of the proposed Purchase to the MUFG Conduit’s Related Financial Institution and/or the applicable Purchaser Agent shall send notice of the proposed Purchase to the Related Financial Institutions in such Purchaser Agent’s Purchaser Group, as applicable, in each case concurrently by telecopier or email specifying (i) the date of such Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Receivables, Related Security and Collections of the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvancePurchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price of the requested Advance Receivables, Related Security and Collections in respect of such Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing the assets in the Asset Portfolio that the Conduit in such Financial Institution’s Purchaser Group has declined to Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the requested Advancedate of such Purchase, but no Financial Institution shall be responsible for the failure of any other Financial Institution to make funds available in connection with any Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Purchase date elect (subject to the proviso below) with respect to any Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price of the Receivables, Related Security and Collections on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such dateday is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to 10.0% of such Financial Institution’s Purchaser Group’s Commitment may not be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to date of a proposed borrowingborrowing (which date shall be a Business Day), Borrower shall provide the Funding Agent Agents with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth belowotherwise provided in this Section 1.2 and Section 4.5(e), shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate Option and Interest Period (if applicable) for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Lender Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Accountaccount set forth in the related Borrowing Notice, in immediately available funds, no later than 2:30 3:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Lender Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. (New York City timea) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Servicer shall provide the Funding Program Agent and each Managing Agent with written at least one Business Day’s prior notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (eachcollectively, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000 for each Investor Group) and date of purchase, which shall be a Monthly Settlement Date (or, in the Borrowing Date and case of the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lenderinitial Incremental Purchase, the date of this Agreement). Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan Managing Agent shall notify each Investor in an amount equal to its Percentage Investor Group of the requested Advance specified in such Borrowing Notice, and its receipt of same. (b) Each Incremental Purchase to be made hereunder shall be made ratably among the Investor Groups in accordance with their Group Purchase Limits. For each Co-Investor Group, the applicable Managing Agent shall determine whether its Conduit will fund a Loan in an amount equal Investor agrees to purchase its Conduit Group’s Percentage Pro Rata Share of the requested Advance specified in such Borrowing Notice. If a Incremental Purchase, and if the applicable Conduit Investor declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellationpurchase, the Advance will be made by Managing Agent shall notify the Committed Investors in such Investor Group of the Conduit Investor declining to make such purchase and the Committed Investors in such Investor Group each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. shall purchase its Pro Rata Share of the Incremental Purchase. (c) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each the applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Investors shall make available to the Funding Accountrelated Managing Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page to the Joinder Agreement pursuant to which it became a party hereto), for deposit to such account of Seller designated in the Purchase Notice, in immediately available funds, no later than 2:30 3:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderInvestor’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateInvestor Interests then being purchased.

Increases. Not If, on any Business Day prior to the Facility Termination Date, there is Investment Availability, Seller may request an Incremental Purchase in accordance with this Section 1.2. Seller shall provide the Purchasers with a Purchase Notice not later than 2:00 1:00 p.m. (New York City time) on the second (2nd) date of such Incremental Purchase. For security purposes, the amount of the Aggregate Capital requested shall also be entered by the Seller into the Administrative Agent’s online “C.E.O. portal,” or funding may be delayed pending telephonic verification of such aggregate amount. If any Purchase Notice is received or confirmed after the time specified in the first sentence of this Section 1.2(a), the Purchasers will endeavor to honor such notice on that Business Day prior to a proposed borrowing, Borrower shall provide but will honor it not later than the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agentsnext succeeding Business Day. Each Borrowing Purchase Notice shall be subject to Section 6.2 4.2 hereof and, except as set forth below, shall be irrevocable and shall (a) be prepared in accordance with the most recent Settlement Report, (b) be irrevocable, and (c) specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than at least $5,000,000 or a larger integral multiple of $100,0001,000,000 per Purchaser) and the Borrowing Purchase Date and the requested Interest Rate and Interest Period for any portion to (which shall be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersBusiness Day). On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIIV, each applicable Lender will cause the proceeds of its Loan comprising Purchaser shall initiate a portion of such Advance to be deposited wire transfer to the Funding Administrative Agent’s Account, in immediately available funds, no later than 2:30 2:00 p.m. (New York City time), in an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit GroupPurchaser’s Percentage of the principal amount Purchase Price of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility AccountReceivable Interest then being purchased, and, no later than 4:00 3:00 p.m. (New York City time) on such date), the Administrative Agent will initiate a wire transfer of the funds received to the Facility Account. Seller agrees that funds wired to the Facility Account in accordance with this Section shall constitute value given to Seller.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent Seller shall promptly provide send such Purchase Notice by telecopier or email specifying (i) the date of such Purchase which, in the case of any Purchase (after the initial Purchase hereunder), must be at least one Business Day after such notice is received by the applicable Purchaser, (ii) each Purchaser’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Borrowing Notice to Receivables, Related Security and Collections and (iii) the Co-Agentsrequested Discount Rate and the requested Rate Tranche Period. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal (which shall a Cash Purchase Price that is not be less than $5,000,000 or a larger integral multiple and in additional increments of $100,000) and 100,000 and, in the Borrowing Date and case of a Purchase, the requested Interest Discount Rate and Interest Rate Tranche Period for and shall be accompanied by a current listing of all Receivables (including any portion Receivables to be funded purchased by any Committed Lender. Upon receipt Seller under the Receivables Sale Agreement on the date of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance such Purchase specified in such Borrowing Purchase Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders). On the date of each AdvancePurchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Purchasers shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City Eastern Standard time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections. Each Purchaser’s obligation shall be several, such that the failure of any Purchaser to make available to Seller any funds in connection with any Purchase shall not relieve any other Purchaser of its obligation, if any, hereunder to make funds available on the requested Advance. The Funding Agent date of such Purchase, but no Purchaser shall remit such be responsible for the failure of any other Purchaser to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any Purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent Co-Agents with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Facility Account, in immediately available funds, no later than 2:30 3:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Incremental Purchase date elect (subject to the proviso below) with respect to any Incremental Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price in respect of such dateIncremental Purchase on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to no more than 90.0% of such Financial Institution’s Purchaser Group’s Commitment may be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). For the avoidance of doubt, a Delayed Financial Institution shall not be deemed to have made any such Incremental Purchase until its applicable portion of the Cash Purchase Price is paid. The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Administrative Seller shall provide the Funding Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) to the Co-Agentsbe made by a Seller. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, (i) shall be irrevocable and shall specify the requested increase Purchase Price (which, in Aggregate Principal (which the case of the initial Incremental Purchase hereunder shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in the case of subsequent Incremental Purchases shall not be less than $100,0001,000,000), (ii) and the Borrowing Date and date of purchase (which, in the requested Interest Rate and Interest Period for any portion case of Incremental Purchases after the initial Incremental Purchase hereunder, shall not exceed four per calendar month), (iii) in the case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period and (iv) in the case of an Incremental Purchase to be funded by any Pool Company (other than an Incremental Purchase funded by such Pool Company substantially with Pooled Commercial Paper), the requested CP (Tranche) Accrual Period. Upon Following receipt of a Borrowing Purchase Notice, (a) the Agent will promptly notify each Unaffiliated Committed Lender severally agrees Company of such Purchase Notice and the Agent will identify the Companies that agree to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit any Company declines to make its Percentage of a proposed Advancepurchase, Borrower the Administrative Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers no later than 3:00 p.m. (New York time) on the Business Day immediately prior to the date of purchase specified in the Purchase Notice or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2. If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Unaffiliated Committed Lender, each other Conduit Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and such Conduit’s Committed Lenders(iii) the requested Discount Rate and Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Companies and/or the Financial Institutions, as applicable, shall use their reasonable best efforts to be deposited deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), and in any event no later than 3:00 pm (New York time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderCompany that has agreed to make such Incremental Purchase, its Percentage such Company’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests of such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested AdvanceFinancial Institutions in such Financial Institution’s Purchaser Group are then purchasing. The Funding Agent Each Financial Institution’s Commitment hereunder shall remit be limited to purchasing Purchaser Interests that the Company in such funds (Financial Institution’s Purchaser Group has declined to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datepurchase.

Increases. Not later than 2:00 p.m. (New York City timea) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Seller shall provide the Funding Administrative Agent and each Managing Agent with written at least one Business Day’s prior notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 in the aggregate for all Purchasers), date of $100,000) and purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by the Financial Institutions, the requested Bank Rate and Tranche Period. (b) Each Purchase Notice issued hereunder shall constitute a request by the Seller (i) for an Incremental Purchase to be made ratably by each Purchaser Group, in accordance with the Pro Rata Share of such Purchaser Group as among all Purchaser Groups (such Purchaser Group’s “Purchase Allocation”) and (ii) that, unless the Seller shall cancel such Purchase Notice as hereinafter provided, in the event a Conduit in any Committed Lender. Upon Purchaser Group shall elect to purchase less than all of its Purchaser Group’s Purchase Allocation in connection with such Incremental Purchase, the balance of such Purchase Allocation is to be made ratably by each Financial Institution within such Purchaser Group, in accordance with the Pro Rata Share of such Financial Institution as among all Financial Institutions within such Purchaser Group. (c) Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Purchaser Group Conduit agrees to fund a Loan in an purchase the entire amount equal to of its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Purchaser Group’s Percentage of Purchase Allocation in connection with the requested Advance specified in such Borrowing NoticeIncremental Purchase. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower the applicable Managing Agent shall promptly notify the Seller and the Seller may cancel the Borrowing Purchase Notice as within one Business Day after receiving notice from such Managing Agent (but in any event not later than 3:00 p.m. (New York time) on the Business Day prior to all Lenders the requested date of purchase) or, in the absence of such a cancellation, the Advance will balance of the Purchase Allocation for such Purchaser Group shall be made by each Unaffiliated Committed Lender, each other Conduit and such ConduitPurchaser Group’s Committed Lenders. Financial Institutions ratably in accordance with their Pro Rata Shares within such Purchaser Group. (d) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Purchaser shall deposit to the Funding Accountaccount of the Seller (or its designee) designated in the Purchase Notice, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage the Purchase Price of the principal amount Purchaser Interests such Conduit is then purchasing, up to the Purchase Allocation of the requested Advance or its Purchaser Group, and (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share Share, as among all Financial Institutions in its Purchaser Group, of the Purchase Price for the Purchase Allocation of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (Purchaser Group to the extent received such Purchase Price is not then being paid by the Conduit in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Group.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Managing Agent with written at least two (2) Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any the Committed LenderPurchasers, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees Managing Agent will determine whether the Conduit Purchasers in its Purchase Group agree to fund a Loan in an amount equal to its Percentage make the purchase of the requested Advance specified in applicable Purchase Group Share of such Borrowing NoticeIncremental Purchase. In the event that a Purchase Group has more than one Conduit Purchaser, and (b) each Co-the related Managing Agent shall determine whether allocate the Incremental Purchases among such Conduit Purchasers in its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticesole discretion. If a the Conduit declines Purchasers in any Purchase Group decline to make its Percentage of a proposed Advancepurchase, Borrower the Managing Agent for the related Purchase Group shall notify Seller and Seller may cancel the Borrowing Notice as to all Lenders or, in Purchase Notice. In the absence of such a cancellation, the Advance applicable Purchase Group Share of the requested Incremental Purchase will be made by each Unaffiliated the Committed Lender, each other Purchasers in such Purchase Group ratably based on their Pro Rata Shares. The Committed Purchasers in a Purchase Group will not fund any portion of an Incremental Purchase unless the Conduit and Purchasers in its Purchase Group have declined to fund such Conduit’s Committed Lendersportion. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Purchasers in each applicable Lender will cause the proceeds Purchase Group shall initiate a wire transfer of its Loan comprising a portion of such Advance to be deposited immediately available funds to the Funding Account, in immediately available fundsaccount specified by Seller, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage applicable Purchase Group Share of the principal amount of the requested Advance or applicable Purchase Price for such Incremental Purchase. There may not be more than ten (ii10) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateIncremental Purchases during any calendar month.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent Seller shall promptly provide send such Purchase Notice by telecopier or email specifying (i) the date of such Purchase which, in the case of any Purchase (after the initial Purchase and Deemed Exchange hereunder), must be at least one Business Day after such notice is received by the applicable Purchaser, (ii) each Purchaser’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Borrowing Notice to Receivables, Related Security and Collections and (iii) the Co-Agentsrequested Discount Rate and the requested Rate Tranche Period. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal (which shall a Cash Purchase Price that is not be less than $5,000,000 or a larger integral multiple and in additional increments of $100,000) and 100,000 and, in the Borrowing Date and case of a Purchase, the requested Interest Discount Rate and Interest Rate Tranche Period for and shall be accompanied by a current listing of all Receivables (including any portion Receivables to be funded purchased by any Committed Lender. Upon receipt Seller under the Receivables Sale Agreement on the date of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance such Purchase specified in such Borrowing Purchase Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders). On the date of each AdvancePurchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Purchasers shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City Eastern Standard time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections. Each Purchaser’s obligation shall be several, such that the failure of any Purchaser to make available to Seller any funds in connection with any Purchase shall not relieve any other Purchaser of its obligation, if any, hereunder to make funds available on the requested Advance. The Funding Agent date of such Purchase, but no Purchaser shall remit such be responsible for the failure of any other Purchaser to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any Purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Administrative Agent with (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of each Advance its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a form set forth as Exhibit II-A hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly ; provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide each notice of such Borrowing Notice to Incremental Purchase on the Co-Agentsday of such Incremental Purchase if such notice is provided before 12:00 noon (Chicago time). Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0005,000,000) and date of purchase, (b) in the Borrowing Date and case of an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and Interest Period for any portion (c) in the case of an Incremental Purchase to be funded by any Tranche Funded Commercial Paper or by the Committed LenderPurchasers, the Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees Managing Agent will determine whether the Conduit Purchasers in its Purchase Group agree to fund participate in the requested Incremental Purchase. In the event that a Loan Purchase Group has more than one Conduit Purchaser, the related Managing Agent may allocate the related Purchase Group Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Purchase Group decline to participate in an amount equal to its Percentage of Incremental Purchase, the requested Advance specified in Managing Agent for such Borrowing Notice, Purchase Group shall notify Seller and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders in its entirety or, in the absence of such a cancellation, the Advance will applicable Purchase Group Share of the requested Incremental Purchase shall be made by each Unaffiliated the Committed Lender, each other Conduit and Purchasers in such Conduit’s Committed LendersPurchase Group ratably in accordance with their Pro Rata Shares. On the date of each AdvanceIncremental Purchase (other than to the extent that the proceeds of such Incremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Purchasers in each applicable Lender will cause the proceeds Purchase Group shall initiate a wire transfer of its Loan comprising a portion of such Advance to be deposited immediately available funds to the Funding Account, in immediately available fundsaccount specified by Seller, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), in an aggregate amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage such Purchase Group’s Purchase Group Share of the principal amount of Purchase Price for such Incremental Purchase. In no event shall the Purchasers be obligated to make more than fifteen (15) Incremental Purchases requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateby Seller during any calendar month.

Increases. Not later than 2:00 p.m. The Additional Seller, for itself and/or on behalf of the Original Seller, will provide the Agent and each Managing Agent with notice by at least 12:00 noon (New York City time) on the second (2nd) one Business Day (or, with respect to the issuance of a Letter of Credit, three Business Days) prior to in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (eachother than an LC Reimbursement Purchase deemed requested pursuant to Section 1.8) (each such notice, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger 1,000,000 and shall be in integral multiple multiples of $100,000100,000 thereafter), whether the issuance of a Letter of Credit is being requested (in which case, the Purchase Notice shall specify the applicable LC Bank and shall include the related documents and information specified in Section 1.6(a)) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Notice, Purchase Notice (a) each Unaffiliated Committed Lender severally agrees to fund other than a Loan in an amount equal to its Percentage of Purchase Notice that requests only the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage issuance of a proposed AdvanceLetter of Credit), Borrower may cancel each Managing Agent will promptly notify the Borrowing Notice as to all Lenders or, Purchasers in the absence its Purchaser Group of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersPurchase Notice. On the date of each AdvanceIncremental Purchase (other than an LC Reimbursement Purchase deemed requested pursuant to Section 1.8, upon which shall be funded in accordance with such Section), subject to satisfaction of the applicable conditions precedent set forth in Section 1.1(a), this Section 1.2 and Article VI, (i) in the case of any Incremental Purchase other than the issuance of a Letter of Credit, the Purchasers in each applicable Lender Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) will cause deposit (or will initiate a deposit and, if requested, will provide the proceeds of its Loan comprising a portion of such Advance to be deposited Sellers the related wire confirmation number) to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage such Purchaser Group’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance or such Incremental Purchase, and (ii) in the case of the issuance of a ConduitLetter of Credit, such Letter of Credit shall be issued in accordance with Sections 1.5 and 1.6. Each Purchaser’s Committed Lenderobligations hereunder shall be several, each such Committed Lender’s Pro Rata Share that the failure of any Purchaser to make available to the Sellers any funds in connection with any purchase shall not relieve any other Purchaser of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such purchase, but no Purchaser shall be responsible for the principal amount failure of the requested Advance. The Funding Agent shall remit such any other Purchaser to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Administrative Seller shall provide the Funding Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) to the Co-Agentsbe made by a Seller. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, (i) shall be irrevocable and shall specify the requested increase Purchase Price (which, in Aggregate Principal (which the case of the initial Incremental Purchase hereunder shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in the case of subsequent Incremental Purchases shall not be less than $100,0001,000,000), (ii) and the Borrowing Date and date of purchase (which, in the requested Interest Rate and Interest Period for any portion case of Incremental Purchases after the initial Incremental Purchase hereunder, shall not exceed four per calendar month), (iii) in the case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period and (iv) in the case of an Incremental Purchase to be funded by any Pool Company (other than an Incremental Purchase funded by such Pool Company substantially with Pooled Commercial Paper), the requested CP (Tranche) Accrual Period. Upon Following receipt of a Borrowing Purchase Notice, (a) the Agent will promptly notify each Unaffiliated Committed Lender severally agrees Company of such Purchase Notice and the Agent will identify the Companies that agree to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit any Company declines to make its Percentage of a proposed Advancepurchase, Borrower the Administrative Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers no later than 2:00 p.m. (Chicago time) on the Business Day immediately prior to the date of purchase specified in the Purchase Notice or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2. If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Unaffiliated Committed Lender, each other Conduit Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and such Conduit’s Committed Lenders(iii) the requested Discount Rate and Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Companies and/or the Financial Institutions, as applicable, shall use their reasonable best efforts to be deposited deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), and in any event no later than 2:00 pm (Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderCompany that has agreed to make such Incremental Purchase, its Percentage such Company’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests of such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested AdvanceFinancial Institutions in such Financial Institution’s Purchaser Group are then purchasing. The Funding Agent Each Financial Institution’s Commitment hereunder shall remit be limited to purchasing Purchaser Interests that the Company in such funds (Financial Institution’s Purchaser Group has declined to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datepurchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such 737938467 18589498 Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Incremental Purchase date elect (subject to the proviso below) with respect to any Incremental Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price in respect of such dateIncremental Purchase on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to no more than 90.0% of such Financial Institution’s Purchaser Group’s Commitment may be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). For the avoidance of doubt, a Delayed Financial Institution shall not be deemed to have made any such Incremental Purchase until its applicable portion of the Cash Purchase Price is paid. The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section 737938467 18589498 are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such 737919142 18589498 Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Incremental Purchase date elect (subject to the proviso below) with respect to any Incremental Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price in respect of such dateIncremental Purchase on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to no more than 90.0% of such Financial Institution’s Purchaser Group’s Commitment may be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). For the avoidance of doubt, a Delayed Financial Institution shall not be deemed to have made any such Incremental Purchase until its applicable portion of the Cash Purchase Price is paid. The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section 737919142 18589498 are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. The Borrower shall provide the Deal Agent with at least one (New York City time) on the second (2nd1) Business Day prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Loan (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each ; provided that such Borrowing Notice is received by the Deal Agent no later than 12:00 noon (New York City time) on such prior Business Day; provided, further, that if any Borrowing Notice is received by the Deal Agent after 12:00 noon. (New York City time) on any Business Day, such Borrowing Notice shall be deemed to have been received by the Co-AgentsDeal Agent at 9:00 a.m. (New York City time) on the next succeeding Business Day. Each Borrowing Notice shall be subject to Section 6.2 (and in the case of the initial Loan, Section 6.1) hereof and, except as set forth below, and shall be irrevocable and shall specify the requested increase in Aggregate Principal Net Investment (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and the proposed date of such Borrowing Date and the requested Interest Rate and Interest Period for any portion to (which shall be funded by any Committed Lendera Business Day). Upon Following receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to the Deal Agent and VFCC will determine whether VFCC will make available its Percentage requested portion of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing NoticeLoan. If a Conduit declines to the Deal Agent or VFCC determines that, in accordance with Section 2.1(c), VFCC will not make available its Percentage requested portion of a proposed AdvanceLoan, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of then such a cancellation, the Advance Loan will be made by each Unaffiliated the Committed Lender, each other Conduit and such Conduit’s Committed LendersLenders in accordance with Section 2.1. On the date of each AdvanceLoan, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause (with respect to Loans requested on or before the proceeds of its Loan comprising a portion of such Advance to be deposited Commitment Termination Date), as applicable, shall deposit funds to the Funding Account, Deal Agent’s Account in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage requested portion of the principal amount of the requested Advance or (ii) in Loan. Upon receipt of such funds, the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Deal Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Accountshall, no later than 4:00 2:00 p.m. (New York City time) on such datedate of receipt, initiate a wire in the amount of such Loan from the Deal Agent’s Account to the Funding Account, less the amount required to be deposited to the Reserve Account pursuant to Section 2.1(d).

Increases. Not later (a) Provided there exists no Termination Event or Incipient Termination Event, with the consent of the Administrative Agent, the Borrower may from time to time following the Restatement Effective Date, request one or more increases in the Term Loan and the Maximum Revolving Commitment Amount by an aggregate amount (for all such requests) not exceeding $150,000,000. Any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 2:00 p.m. fifteen Business Days from the date of delivery of such notice to the Lenders). Any increase requested pursuant to this Section 2.11 shall be allocated as a pro rata increase in the Term Loan and the Maximum Revolving Commitment Amount (New York City time) based upon the principal balance of the Term Loan and the Maximum Revolving Commitment Amount as of the related “Increase Effective Date” as defined below). Any increase in the Term Loan pursuant to this Section 2.11 shall be funded by the Lenders participating in such increase in the Term Loan and the Maximum Revolving Commitment Amount on the second related Increase Effective Date. (2ndb) Business Day prior Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its portion of the Term Loan and the Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its portion of the Term Loan and the Revolving Commitment. (c) The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the Borrower may also invite additional Persons to become Lenders pursuant to a proposed borrowingjoinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, no affiliate of the Borrower (including any Sponsor, any portfolio company of any Sponsor or any of their respective Affiliates) may participate in any such increase as a “Lender” without the written consent of the Requisite Lenders. (d) If the Term Loan and the Maximum Revolving Commitment Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall provide determine the Funding Agent with written notice effective date (the “Increase Effective Date”) and the final allocation of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”)such increase. The Funding Administrative Agent shall promptly provide each notify the Borrower and the Lenders of the final allocation of such Borrowing Notice increase and the Increase Effective Date. (e) As a condition precedent to such increase, the Borrower shall deliver to the Co-AgentsAdministrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer (i) certifying as to the due authorization by the Borrower of such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained herein and the other Transaction Documents are true and correct in all material respects (it being understood that such materiality threshold shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Termination Event or Incipient Termination Event exists. Each Borrowing Notice The Borrower shall prepay any Advances outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Advances ratable with any revised Pro Rata Shares arising from any nonratable increase in the Term Loan and the Revolving Commitments under this Section 2.11. (f) In addition to the other terms and conditions set forth herein for increasing the Term Loan and the Maximum Revolving Commitment Amount, any increase in the Term Loan and the Maximum Revolving Commitment Amount pursuant to this Section 2.11 shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and additional condition that the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Administrative Agent shall determine whether approve all up-front fees and other compensation paid to any additional institution which becomes a Lender hereunder or which increases its Conduit will fund a Term Loan and Revolving Commitment hereunder. (g) This Section shall supersede any provisions in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited this Agreement to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datecontrary.

Increases. Not later (a) Provided there exists no Termination Event or Incipient Termination Event, with the consent of the Administrative Agent, the Borrower may from time to time following the date that is 45 days after the Initial Funding Date, request one or more increases in the Term Loan and the Maximum Revolving Commitment Amount by an aggregate amount (for all such requests) not exceeding the lesser of (i) $150,000,000 and (ii) $500,000,000 minus the Aggregate Commitment in effect after giving effect to all increases in the Aggregate Commitment pursuant to Section 2.15 hereof. Any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 2:00 p.m. fifteen Business Days from the date of delivery of such notice to the Lenders). Any increase requested pursuant to this Section 2.11 shall be allocated as a pro rata increase in the Term Loan and the Maximum Revolving Commitment Amount (New York City time) based upon the principal balance of the Term Loan and the Maximum Revolving Commitment Amount as of the related “Increase Effective Date” as defined below). Any increase in the Term Loan pursuant to this Section 2.11 shall be funded by the Lenders participating in such increase in the Term Loan and the Maximum Revolving Commitment Amount on the second related Increase Effective Date. (2ndb) Business Day prior Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its portion of the Term Loan and the Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its portion of the Term Loan and the Revolving Commitment. (c) The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the Borrower may also invite additional Persons to become Lenders pursuant to a proposed borrowingjoinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, no affiliate of the Borrower (including any Sponsor, any portfolio company of any Sponsor or any of their respective Affiliates) may participate in any such increase as a “Lender” without the written consent of the Requisite Lenders. (d) If the Term Loan and the Maximum Revolving Commitment Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall provide determine the Funding Agent with written notice effective date (the “Increase Effective Date”) and the final allocation of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”)such increase. The Funding Administrative Agent shall promptly provide each notify the Borrower and the Lenders of the final allocation of such Borrowing Notice increase and the Increase Effective Date. (e) As a condition precedent to such increase, the Borrower shall deliver to the Co-AgentsAdministrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer (i) certifying as to the due authorization by the Borrower of such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained herein and the other Transaction Documents are true and correct in all material respects (it being understood that such materiality threshold shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Termination Event or Incipient Termination Event exists. Each Borrowing Notice The Borrower shall prepay any Advances outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Advances ratable with any revised Pro Rata Shares arising from any nonratable increase in the Term Loan and the Revolving Commitments under this Section 2.11. (f) In addition to the other terms and conditions set forth herein for increasing the Term Loan and the Maximum Revolving Commitment Amount, any increase in the Term Loan and the Maximum Revolving Commitment Amount pursuant to this Section 2.11 shall be subject to Section 6.2 hereof andthe additional condition that the Administrative Agent shall approve all up-front fees and other compensation paid to any additional institution which becomes a Lender hereunder or which increases its Term Loan and Revolving Commitment hereunder, except as set forth belowand that no up-front fees or other compensation, regardless of how characterized, shall be irrevocable and shall specify paid to any such additional institution at a level greater than that received by the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple existing Lenders unless each existing Lender concurrently receives such incremental compensation. For purposes of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Noticeimmediately preceding sentence, (ax) each Unaffiliated Committed any up-front fees or similar compensation paid to any Lender severally agrees shall be deemed to fund equal a Loan in an amount equal to its Percentage of per annum rate (the requested Advance specified in such Borrowing Notice, and (b“Attributable Rate”) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in (A) the case total dollar number of a Conduit up-front fees or an Unaffiliated Committed Lender, its Percentage of similar compensation paid to such Lender divided by (B) the principal dollar amount of the requested Advance or such Lender’s Term Loan and Revolving Commitment multiplied by (ii) in a fraction, (A) the case numerator of a Conduitwhich equals 360 and (B) the denominator of which equals the number of days between the date of such Lender’s Committed Term Loan and Revolving Commitment and the Final Advance Date; (y) if the Attributable Rate paid to any new or increasing Lender exceeds the Attributable Rate for any existing Lender, each the incremental fees owed to such Committed existing Lender shall equal to the amount of such difference times such existing Lender’s Pro Rata Share of its Conduit Group’s Percentage Term Loan and Revolving Commitment and (z) any up-front fees or similar compensation shall be deemed to exclude any underwriting fees, arrangement fees administration fees or structuring fees paid in connection with the initial closing of the principal amount of the requested Advance. The Funding Agent transactions contemplated hereby. (g) This Section shall remit such funds (supersede any provisions in this Agreement to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datecontrary.

Increases. Not later than 2:00 p.m. (New York City timea) on the second Seller shall provide each Managing Agent with at least two (2nd2) Business Day Days’ prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 5.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 15,000,000 in the aggregate for all Purchasers), date of $100,000purchase, the type of Discount Rate (determined in accordance with, and subject to the limitations set forth in, Article III hereof) and Tranche Period; provided, that the Borrowing Date and the requested Interest Rate and Interest Period for Seller may not send more than one (1) Purchase Notice in any portion to be funded by any Committed Lender. Upon one-week period. (b) Following receipt of a Borrowing Purchase Notice, (ai) for each Unaffiliated Committed Lender severally Purchaser Group which has a Conduit Purchaser member, the related Managing Agent shall notify such Conduit Purchaser of its receipt of same and determine whether such Conduit Purchaser agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Noticepurchase, and (b) each Co-Agent shall determine whether its if the applicable Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit Purchaser declines to make such purchase, the Managing Agent shall notify the Committed Purchasers in such Purchaser Group of its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence receipt of such a cancellation, Purchase Notice and of the Advance Conduit Purchaser declining to make such purchase and the Incremental Purchase of the Purchaser Interest will be made by such Committed Purchasers and (ii) for each Unaffiliated Purchaser Group which does not have a Conduit Purchaser member, the related Managing Agent shall notify the Committed Lender, each other Conduit Purchasers in such Purchaser Group of its receipt of such Purchase Notice and the Incremental Purchase of the Purchaser Interest will be made by such Conduit’s Committed Lenders. Purchasers. (c) Each Incremental Purchase to be made hereunder shall be made ratably among the Purchaser Groups in accordance with their respective Purchaser Group Limits. (d) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIV, each applicable Lender will cause Purchaser shall make available to its related Managing Agent at its address listed beneath its signature on its signature page to this Agreement, for deposit to such account as the proceeds of its Loan comprising a portion of such Advance Seller designates from time to be deposited to the Funding Accounttime, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interests then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written at least two Business Days’ (or if the date of such Purchase will be other than a Settlement Date, three Business Days’) prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and the Borrowing requested date of such Purchase (which shall be on a Settlement Date and or any other Business Day so long as no more than one Purchase occurs each calendar month on a date other than a Settlement Date) and, in the requested Interest Rate and Interest Period for any portion case of a Purchase, if the Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period and shall be accompanied by a current listing of all Receivables (including any Receivables to be purchased by Seller under the Receivables Sale Agreement on the date of such Purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) Agent will promptly notify the MUFG Conduit of such Purchase Notice, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Purchaser Agent will promptly notify the requested Advance specified Conduit 737768156 10446458 in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and (b) Agent and each Co-Purchaser Agent shall determine whether its Conduit will fund a Loan in an amount equal identify the Conduits that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvancePurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Purchase of such Receivables, Related Security and Collections, which such Conduit has declined to Purchase, will be made by each Unaffiliated Committed Lender, each other Conduit and such declining Conduit’s Committed LendersRelated Financial Institution(s) in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, Agent shall send notice of the proposed Purchase to the MUFG Conduit’s Related Financial Institution and/or the applicable Purchaser Agent shall send notice of the proposed Purchase to the Related Financial Institutions in such Purchaser Agent’s Purchaser Group, as applicable, in each case concurrently by telecopier or email specifying (i) the date of such Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Receivables, Related Security and Collections of the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvancePurchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price of the requested Advance Receivables, Related Security and Collections in respect of such Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing the assets in the Asset Portfolio that the Conduit in such Financial Institution’s Purchaser Group has declined to Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the requested Advancedate of such Purchase, but no Financial Institution shall be responsible for the failure of any other Financial Institution to make funds available in connection with any Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Purchase date elect (subject to the proviso below) with respect to any Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price of the Receivables, Related Security and Collections on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such dateday is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an 737768156 10446458 amount equal to 10.0% of such Financial Institution’s Purchaser Group’s Commitment may not be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not Seller (or Servicer, on Seller’s behalf) shall provide ▇▇▇▇▇ Fargo and the Gotham Group Agent with notice of each Incremental Purchase not later than 2:00 p.m. 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to date of such Incremental Purchase in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto for ▇▇▇▇▇ Fargo and Exhibit II-B hereto for the Gotham Group (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, and shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than at least $5,000,000 2,000,000 or a larger integral multiple of $100,000) and date of purchase (which shall be a Business Day) and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any ▇▇▇▇▇ Fargo and the Gotham Committed LenderPurchaser, the requested Discount Rate and, in the case of the Gotham Committed Purchaser, the requested Tranche Period. Upon For security purposes, the amount of ▇▇▇▇▇ Fargo’s Percentage of each Incremental Purchase shall also be entered by a Seller Party into ▇▇▇▇▇ Fargo’s online “C.E.O. portal” or funding may be delayed pending telephonic verification of such amount. Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Gotham Group Agent will determine whether the Conduit agrees to fund make its purchase. If the Conduit declines to make a Loan in an amount equal to its Percentage proposed purchase, the Incremental Purchase of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Gotham Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Receivables Interest will be made by each Unaffiliated the Gotham Committed LenderPurchaser. In the event that any Purchase Notice is delivered later than 12:00 noon. (New York City time) one (1) Business Day prior to the date of such Incremental Purchase, each other Conduit and the Purchasers shall make such Conduit’s Committed LendersIncremental Purchase on a best-efforts basis only. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising Conduit or the Gotham Committed Purchaser, as applicable, and ▇▇▇▇▇ Fargo shall initiate a portion of such Advance to be deposited wire transfer to the Funding Facility Account, in of immediately available funds, no later than 2:30 2:00 p.m. (New York City time), in an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthe Gotham Group, its Percentage of the principal amount Purchase Price of the requested Advance or Receivables Interest then being purchased, (ii) in the case of a Conduit’s the Gotham Committed LenderPurchaser, each such Committed Lender’s Pro Rata Share the Fixed Amount and any other portion of its Conduit the Gotham Group’s Percentage of the principal amount Receivables Interest then being purchased that the Conduit elects not to fund, and (iii) in the case of ▇▇▇▇▇ Fargo, its Percentage of the requested Advance. The Funding Agent shall remit such funds (to Purchase Price of the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateReceivables Interest then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) The Borrower may, on the second (2nd) any Business Day ninety (90) days or more prior to a proposed borrowingthe Termination Date, Borrower shall provide with the Funding Agent with written notice consent of each Advance the Administrative Agent, increase the aggregate amount of the Revolving Commitments by delivering an Increase Request substantially in the form set forth attached hereto as Exhibit II-A hereto H (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each or in such Borrowing Notice other form acceptable to the Co-Agents. Each Borrowing Notice Administrative Agent) to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (or additional Revolving Commitment for an existing Lender) and the amount of its Revolving Commitment (or additional amount of its Revolving Commitment); provided, however, that: (a) the aggregate amount of all such Revolver Increases shall not exceed $15,000,000 and any such Revolver Increase shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall an amount not be less than $5,000,000 (or a larger integral multiple such lesser amount then agreed to by the Administrative Agent); (b) no Default or Event of $100,000Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase; and (c) each of the representations and warranties set forth in Section 4 and in the other Credit Documents shall be and remain true and correct in all material respects on the effective date of such Revolver Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of the Revolver Increase shall be agreed upon by the Borrower and the Borrowing Date Administrative Agent. Upon the effectiveness thereof, Appendix A shall be deemed amended to reflect the Revolver Increase and the requested Interest Rate and Interest Period for any portion to be funded by any Committed new Lender (or, if applicable, existing Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan shall advance Loans in an amount equal sufficient such that after giving effect to its Percentage Loans each Lender shall have outstanding its pro rata share of all Loans outstanding under the Revolving Commitments. It shall be a condition to such effectiveness that the Borrower shall not have terminated any portion of the requested Advance specified in such Borrowing NoticeRevolving Commitments pursuant to Section 2.6. The Borrower agrees to pay the expenses of the Administrative Agent (including reasonable attorneys’ fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Commitment and no Lender’s Revolving Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. For the avoidance of doubt, no consent of any Lenders (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal other than the Lenders which agree to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, participate in the absence of such Revolver Increase and the Administrative Agent) shall be required in connection with a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth Revolver Increase in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateaccordance with this Section.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent and each Lender Group Agent with written at least two (2) Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Advance (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 1,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and and, in the case of an Advance to be funded by the Liquidity Banks, the requested Interest Rate and Interest Period; provided, however, that Borrower shall not request, and the Lenders shall have no obligation to make, any Advance either (x) more than six (6) times during any Settlement Period for or (y) at any portion to be funded by time any Committed LenderBorrowing Notice is outstanding but the related Borrowing Date has not yet occurred. Upon Following receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Agent will determine whether the related Conduit will make available such Lender Group’s Lender Group Share of the requested Advance specified in Advance. If any Conduit or the related Lender Group Agent determines that such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit Lender Group will fund a Loan in an amount equal to its Conduit not make available the related Lender Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage Lender Group Share of a proposed Advance, Borrower may cancel then such Lender Group’s Lender Group Share of the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the proposed Advance will be made by each Unaffiliated Committed Lender, each other Conduit the related Liquidity Banks and such Conduit’s Committed LendersLoan will accrue CP Costs for the period from the date such Loan is made to the end of the then current Settlement Period. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of its Loan comprising a portion of such Advance to be deposited related Liquidity Banks, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 2:00 p.m. (New York City time), an amount equal to (ia) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage Lender Group Share of the principal amount of the requested Advance or (iib) in the case of a Conduit’s Committed LenderLiquidity Bank, each such Committed LenderLiquidity Bank’s Pro Rata Share of its Conduit Group’s Percentage Lender Group Share of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent Agents with written at least one Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice , with a written copy thereof delivered simultaneously to the Co-AgentsAdministrative Agent. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than at least $5,000,000 or a larger 1,000,000 and integral multiple multiples of $100,000100,000 in excess thereof) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any the Committed LenderPurchasers, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees the Agents will determine whether the Relevant Conduits in their respective Conduit Groups agree to fund a Loan in an amount equal to its Percentage make the purchase. Without the prior approval of the requested Advance specified Relevant Conduit in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage , Seller shall not request more than three proposed purchases in any calendar month and, unless approved by each Relevant Conduit in its sole discretion, any such requests in excess of the requested Advance specified three in such Borrowing Noticeany calendar month shall be void. If the Relevant Conduit in a Conduit Group declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as (with a written copy of the notice of such cancellation delivered simultaneously to all Lenders the Administrative Agent) or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated the Committed Lender, each other Purchasers in the related Conduit and such Conduit’s Committed LendersGroup. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Agent on behalf of the proceeds of its Loan comprising a portion of such Advance to be deposited Relevant Conduit or the Committed Purchasers in each Conduit Group, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 3:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthe Relevant Conduit, its Percentage the relevant Purchase Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests such Relevant Conduit is then purchasing or (ii) in the case of a Conduit’s Committed LenderPurchaser, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage the relevant Purchase Pro Rata Share of the principal amount aggregate Purchase Price of the requested AdvancePurchaser Interests the Committed Purchasers in the related Conduit Group are purchasing. A default by a Purchaser in the performance of its obligations under this Agreement shall not relieve the other Purchasers of their obligations hereunder. The Funding Agent Purchase Notice which is to be effective on the date hereof shall remit such funds (not be required to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datebe provided with at least one Business Day’s prior notice.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide forward to each such Borrowing Managing Agent each Purchase Notice it receives from the Seller pursuant to the Co-Agentsthis Section 1.2. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000 in the aggregate and shall not be greater than the Commitment Availability immediately prior to giving effect to such purchase) and the Borrowing Date and date of purchase and, in the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Conduit in its Purchase Group agrees to fund a Loan in an amount equal to its Percentage make the purchase of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Purchase Group’s Percentage Pro Rata Share of the requested Advance specified in such Borrowing NoticeIncremental Purchase. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower the Managing Agent for the related Purchase Group shall notify Seller and Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance declining Conduit’s Purchase Group’s Pro Rata Share of the requested Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and the Financial Institutions in such Declining Conduit’s Committed LendersPurchase Group ratably based on their respective Commitments. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of Financial Institutions in its Loan comprising a portion of such Advance to be deposited Purchase Group, as applicable, shall make available to the Funding AccountAgent, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderany Conduit, its Percentage such Conduit’s Purchase Group’s Pro Rata Share of the principal amount of the requested Advance applicable Purchase Price for such Incremental Purchase or (ii) in the case of a ConduitFinancial Institution, such Financial Institution’s Committed Lender, each such Committed LenderPercentage of its related Purchase Group’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advanceaggregate Purchase Price for such Incremental Purchase. The Funding Agent shall remit deposit such funds (to as it shall have received from the extent received in the Funding Account) to Purchasers into the Facility AccountAccount in immediately available funds, no later than 4:00 1:00 p.m. (New York City time) on such datethe date of each Purchase.

Increases. Not (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date but no more frequently than once per week, upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase; provided, however, that no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount. (b) Each Increase hereunder shall be subject to the further conditions precedent that: (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture; (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time); (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party; (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing; (v) The Purchase Expiration Date shall not have occurred; (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist; and (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York City time) on the second date which is two (2nd2) Business Day Days prior to the proposed date of such Increase. (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount. (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a proposed borrowing, Borrower shall provide notice to the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, applicable Notice Persons. (ae) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable All conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (iSection 3.1(b) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed LenderSeries Supplement, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received applicable, shall have been satisfied at such time. (f) Each “Increase” under (and as defined in) any Unexpired Series (including each Increase hereunder) shall be followed, on a weekly basis, by one or more “Increases” under (and as defined in) such other Unexpired Series and in such amounts as are necessary to cause the Unexpired Series Aggregate Funded Amount to be ratably allocated among all Unexpired Series according to the “Maximum Funded Amount” under (and as defined in) each Unexpired Series (each such weekly “Increase”, an “Unexpired Series True-Up”); provided that if any “Increase” exceeds $500,000, the amount of such “Increase” shall be allocated pro rata across all Series on the date thereof without using the true-up mechanism set forth above. Notwithstanding any other provision hereof or in the Funding Account) Series Supplement to the Facility Accountcontrary, following the $50,000,000 “Maximum Funded Amount” reduction under Series 2008-A that occurs on May 31, 2011 and provided no later than 4:00 p.m. Early Amortization Event or Event of Default has occurred, “Increases” and repayments across Series shall be allocated on a non-pro rata basis until such time as the percentage utilization of the “Maximum Funded Amounts” of Series 2010-A and Series 2008-A are equivalent (New York City time) on and each such date“Increase” and repayment during such period shall reduce any inequivalence).

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Incremental Purchase date elect (subject to the proviso below) with respect to any Incremental Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price in respect of such dateIncremental Purchase on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to no more than 90.0% of such Financial Institution’s Purchaser Group’s Commitment may be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). For the avoidance of doubt, a Delayed Financial Institution shall not be deemed to have made any such Incremental Purchase until its applicable portion of the Cash Purchase Price is paid. The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section 3 RECEIVABLES PURCHASE AGREEMENT are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent and each Lender Group Agent with written at least two (2) Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Advance (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, and shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 1,000,000 or a larger integral multiple of $100,000) and the Borrowing Date (which, in the case of any Advance after the initial Advance hereunder, shall only be on a Settlement Date) and, in the case of an Advance requested on or before the Commitment Termination Date and to be funded by the Liquidity Banks, the requested Interest Rate and Interest Period for any portion to be funded by any Committed LenderPeriod. Upon Following receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Agent will determine whether related Conduit will make available such Lender Group’s Lender Group Share of the requested Advance specified in Advance. If any Conduit or the related Lender Group Agent determines that such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit not make available the related Lender Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage Lender Group Share of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence then such Lender Group’s Lender Group Share of such a cancellation, the proposed Advance will be made by each Unaffiliated Committed Lender, each other Conduit the related Liquidity Banks and such Conduit’s Committed LendersLoan will accrue CP Costs for the period from the date such Loan is made to the end to the then current Settlement Period. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will Conduit or the related Liquidity Banks (with respect to Advances requested on or before the Commitment Termination Date), as applicable, shall wire transfer, or cause the proceeds of its Loan comprising a portion of such Advance to be deposited wire transferred, immediately available funds to the Funding Account, Facility Account in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (ia) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage Lender Group Share of the principal amount of the requested Advance or (iib) in the case of a Conduit’s Committed LenderLiquidity Bank, each such Committed LenderLiquidity Bank’s Pro Rata Share of its Conduit Group’s Percentage Lender Group Share of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. Transferor shall determine to which Groups it will transfer Receivable Interests on any given Business Day and provide each applicable Co-Agent (New York City timewith a copy to the Administrative Agent) on the second with at least one (2nd1) Business Day Day's prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Transfer (each, a “Borrowing Notice”"TRANSFER NOTICE"). The Funding If any Transfer Notice is received by a Co-Agent shall promptly provide each such Borrowing Notice later than 3:00 p.m. (New York time) on the Business Day prior to the Coproposed transfer date, the acquisition by its Group of a Receivable Interest on the following Business Day shall be on a best-Agentsefforts basis only. Each Borrowing Transfer Notice shall be subject to Section 6.2 hereof and, except as set forth belowhereof, shall be irrevocable irrevocable, and shall specify specify: (a) the participating Group(s), (b) the requested increase in Aggregate Principal Transfer Price(s) for each Receivable Interest (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period 1,000,000 for any Group) or, to the extent that the then available Transfer Limit is less than such amount, such lesser amount equal to such available portion to be of the Transfer Limit), (c) the proposed date of transfer, and (d) in case the Incremental Transfer is ultimately funded by any Committed LenderGroup's Liquidity Banks, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Transfer Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each recipient Co-Agent shall will determine whether its Conduit will fund a Loan in an amount equal agrees to its Conduit Group’s Percentage of acquire the requested Advance specified in such Borrowing NoticeReceivable Interest being offered to it. If a any applicable Conduit declines to make its Percentage a proposed acquisition and no other Conduit elects to acquire such Receivable Interests, then following delivery of a proposed Advance, Borrower may cancel Second Transfer Notice in accordance with Section 1.1(a)(iii) the Borrowing Notice as Incremental Transfer to all Lenders or, in the absence of such a cancellation, the Advance that Group will be made funded by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders's Liquidity Banks. On the date of each AdvanceIncremental Transfer, upon subject to prior satisfaction of the applicable conditions precedent set forth in Article VI, each of the applicable Lender will cause the proceeds of Conduits or its Loan comprising a portion of such Advance to be deposited Liquidity Banks, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 4:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage of the principal amount of Transfer Price for the requested Advance Receivable Interest then being transferred to it or (ii) in the case of a Conduit’s Committed LenderLiquidity Bank, each such Committed Lender’s Pro Rata Liquidity Bank's Ratable Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateTransfer Price.

Increases. Not later than 2:00 p.m. Seller will provide the Agent and each Managing Agent with notice by at least 12:00 noon (New York City time) on the second (2nd) one Business Day (or, with respect to the issuance of a Letter of Credit, three Business Days) prior to in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (eachother than an LC Reimbursement Purchase deemed requested pursuant to Section 1.8) (each such notice, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger 1,000,000 and shall be in integral multiple multiples of $100,000100,000 thereafter), whether the issuance of a Letter of Credit is being requested (in which case, the Purchase Notice shall specify the applicable LC Bank and shall include the related documents and information specified in Section 1.6(a)) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Notice, Purchase Notice (a) each Unaffiliated Committed Lender severally agrees to fund other than a Loan in an amount equal to its Percentage of Purchase Notice that requests only the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage issuance of a proposed AdvanceLetter of Credit), Borrower may cancel each Managing Agent will promptly notify the Borrowing Notice as to all Lenders or, Purchasers in the absence its Purchaser Group of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersPurchase Notice. On the date of each AdvanceIncremental Purchase (other than an LC Reimbursement Purchase deemed requested pursuant to Section 1.8, upon which shall be funded in accordance with such Section), subject to satisfaction of the applicable conditions precedent set forth in Section 1.1(a), this Section 1.2 and Article VI, (i) in the case of any Incremental Purchase other than the issuance of a Letter of Credit, the Purchasers in each applicable Lender Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) will cause deposit (or will initiate a deposit and, if requested, will provide the proceeds of its Loan comprising a portion of such Advance to be deposited Seller the related wire confirmation number) to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage such Purchaser Group’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance or such Incremental Purchase, and (ii) in the case of the issuance of a ConduitLetter of Credit, such Letter of Credit shall be issued in accordance with Sections 1.5 and 1.6. Each Purchaser’s Committed Lenderobligations hereunder shall be several, each such Committed Lender’s Pro Rata Share that the failure of any Purchaser to make available to Seller any funds in connection with any purchase shall not relieve any other Purchaser of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such purchase, but no Purchaser shall be responsible for the principal amount failure of the requested Advance. The Funding Agent shall remit such any other Purchaser to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Groupthe aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s Percentage obligation shall be several, such that the failure of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.any Financial

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent Agents with written at least one Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice , with a written copy thereof delivered simultaneously to the Co-AgentsAgent. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than at least $5,000,000 or a larger 1,000,000 and integral multiple multiples of $100,000100,000 in excess thereof) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any the Committed LenderPurchasers, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees the Funding Agents will determine whether the Relevant Conduits in their respective Conduit Groups agree to fund a Loan in an amount equal to its Percentage make the purchase. Without the prior approval of the requested Advance specified Relevant Conduit in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage , Seller shall not request more than three proposed purchases in any calendar month and, unless approved by each Relevant Conduit in its sole discretion, any such requests in excess of the requested Advance specified three in such Borrowing Noticeany calendar month shall be void. If the Relevant Conduit in a Conduit Group declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as (with a written copy of the notice of such cancellation delivered simultaneous to all Lenders the Agent) or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated the Committed Lender, each other Purchasers in the related Conduit and such Conduit’s Committed LendersGroup. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Funding Agent on behalf of the proceeds of its Loan comprising a portion of such Advance to be deposited Relevant Conduit or the Committed Purchasers in each Conduit Group, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 3:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthe Relevant Conduit, its Percentage the relevant Purchase Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests such Relevant Conduit is then purchasing or (ii) in the case of a Conduit’s Committed LenderPurchaser, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage the relevant Purchase Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance. The Funding Agent shall remit such funds (to Purchaser Interests the extent received Committed Purchasers in the Funding Account) to related Conduit Group are purchasing. A default by a Purchaser in the Facility Account, no later than 4:00 p.m. (New York City time) on such dateperformance of its obligations under this Agreement shall not relieve the other Purchasers of their obligations hereunder.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide forward to each such Borrowing Managing Agent Purchase Notice it receives from the Seller pursuant to the Co-Agentsthis Section 1.2. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000 in the aggregate and shall not be greater than the Commitment Availability immediately prior to giving effect to such purchase) and the Borrowing Date and date of purchase and, in the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Conduit in its Purchase Group agrees to fund a Loan in an amount equal to its Percentage make the purchase of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Purchase Group’s Percentage Pro Rata Share of the requested Advance specified in such Borrowing NoticeIncremental Purchase. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower the Managing Agent for the related Purchase Group shall notify Seller and Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance declining Conduit’s Purchase Group’s Pro Rata Share of the requested Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and the Financial Institutions in such Declining Conduit’s Committed LendersPurchase Group ratably based on their respective Commitments. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of Financial Institutions in its Loan comprising a portion of such Advance to be deposited Purchase Group, as applicable, shall make available to the Funding AccountAgent, in immediately available funds, no later than 2:30 p.m. 11:00 a.m. (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderany Conduit, its Percentage such Conduit’s Purchase Group’s Pro Rata Share of the principal amount of the requested Advance applicable Purchase Price for such Incremental Purchase) or (ii) in the case of a ConduitFinancial Institution, such Financial Institution’s Committed Lender, each such Committed LenderPercentage of its related Purchase Group’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advanceaggregate Purchase Price for such Incremental Purchase. The Funding Agent shall remit deposit such funds (to as it shall have received from the extent received in the Funding Account) to Purchasers into the Facility AccountAccount in immediately available funds, no later than 4:00 p.m. 12:00 noon (New York City Chicago time) on such datethe date of each Purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Administrative Seller shall provide the Funding Agent and each Purchaser with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) to the Co-Agentsbe made by a Seller. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, (i) shall be irrevocable and shall specify the requested increase Purchase Price (which, in Aggregate Principal (which the case of the initial Incremental Purchase hereunder shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in the case of subsequent Incremental Purchases shall not be less than $100,0001,000,000), (ii) and the Borrowing Date and date of purchase (which, in the requested Interest Rate and Interest Period for any portion case of Incremental Purchases after the initial Incremental Purchase hereunder, shall not exceed four per calendar month), (iii) in the case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period and (iv) in the case of an Incremental Purchase to be funded by any Pool Company (other than an Incremental Purchase funded by such Pool Company substantially with Pooled Commercial Paper), the requested CP (Tranche) Accrual Period. Upon Following receipt of a Borrowing Purchase Notice, (a) the Agent will promptly notify each Unaffiliated Committed Lender severally agrees Company of such Purchase Notice and the Agent will identify the Companies that agree to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit any Company declines to make its Percentage of a proposed Advancepurchase, Borrower the Administrative Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers no later than 2:00 p.m. (Chicago time) on the Business Day immediately prior to the date of purchase specified in the Purchase Notice or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2. If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Unaffiliated Committed Lender, each other Conduit Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and such Conduit’s Committed Lenders(iii) the requested Discount Rate and Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Companies and/or the Financial Institutions, as applicable, shall use their reasonable best efforts to be deposited deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), and in any event no later than 2:00 pm (Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderCompany that has agreed to make such Incremental Purchase, its Percentage such Company’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests of such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing Purchaser Interests that the Company in such Financial Institution’s Purchaser Group has declined to purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to any Seller any funds in connection with any purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the requested Advance. The Funding Agent date of such purchase, but no Financial Institution shall remit such be responsible for the failure of any other Financial Institution to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any purchase.

Increases. Not later than 2:00 p.m. (New York City timea) on the second The Seller shall provide each Managing Agent with at least one (2nd1) Business Day Day’s prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth in clause (c) below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or 1,000,000) in the aggregate for all Purchasers, date of purchase (which, in the case of any Incremental Purchase (after the initial Incremental Purchase hereunder), shall occur (i) on a larger integral multiple Business Day and (ii) only once per month unless otherwise consented to by each Managing Agent). (b) Each Purchase Notice issued hereunder shall constitute a request by the Seller (i) for an Incremental Purchase to be made ratably by each Purchaser Group, in accordance with the Pro Rata Share of $100,000such Purchaser Group as among all Purchaser Groups (such Purchaser Group’s “Purchase Allocation”) and (ii) that, unless the Borrowing Date and Seller shall cancel such Purchase Notice as hereinafter provided, in the requested Interest Rate and Interest Period for event a Conduit in any portion Purchaser Group shall elect to purchase less than all of its Purchaser Group’s Purchase Allocation in connection with such Incremental Purchase, the balance of such Purchase Allocation is to be funded made ratably by any Committed Lender. Upon each Financial Institution within such Purchaser Group, in accordance with the Pro Rata Share of such Financial Institution as among all Financial Institutions within such Purchaser Group. (c) Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Purchaser Group Conduit agrees to fund a Loan in an purchase the entire amount equal to of its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Purchaser Group’s Percentage of Purchase Allocation in connection with the requested Advance specified in such Borrowing NoticeIncremental Purchase. If a any Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellationpurchase, the Advance will balance of the Purchase Allocation for such Purchaser Group shall be made by each Unaffiliated Committed Lender, each other Conduit and such ConduitPurchaser Group’s Committed Lenders. Financial Institutions ratably in accordance with their Pro Rata Shares within such Purchaser Group. (d) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Purchaser shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage the Purchase Price of the principal amount Purchaser Interests such Conduit is then purchasing, up to the Purchase Allocation of the requested Advance or its Purchaser Group, and (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share Share, as among all Financial Institutions in its Purchaser Group, of the Purchase Price for the Purchase Allocation of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (Purchaser Group to the extent received such Purchase Price is not then being paid by the Conduit in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Group.

Increases. Not later than 2:00 p.m. (New York City timea) on the second Seller shall provide each Managing Agent with at least two (2nd2) Business Day Days’ prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent , provided that only one Business Day’s notice period shall promptly provide each such Borrowing Notice to be required in connection with the Co-Agentsinitial purchase hereunder. Each Borrowing Purchase Notice shall be subject to Section 6.2 5.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 15,000,000 in the aggregate for all Purchasers), date of $100,000purchase, the type of Discount Rate (determined in accordance with, and subject to the limitations set forth in, Article III hereof) and Tranche Period; provided, that the Borrowing Date and the requested Interest Rate and Interest Period for Seller may not send more than one (1) Purchase Notice in any portion to be funded by any Committed Lender. Upon one-week period. (b) Following receipt of a Borrowing Purchase Notice, (ai) for each Unaffiliated Committed Lender severally Purchaser Group which has a Conduit Purchaser member, the related Managing Agent shall notify such Conduit Purchaser of its receipt of same and determine whether such Conduit Purchaser agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Noticepurchase, and (b) each Co-Agent shall determine whether its if the applicable Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit Purchaser declines to make such purchase, the Managing Agent shall notify the Committed Purchasers in such Purchaser Group of its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence receipt of such a cancellation, Purchase Notice and of the Advance Conduit Purchaser declining to make such purchase and the Incremental Purchase of the Purchaser Interest will be made by such Committed Purchasers and (ii) for each Unaffiliated Purchaser Group which does not have a Conduit Purchaser member, the related Managing Agent shall notify the Committed Lender, each other Conduit Purchasers in such Purchaser Group of its receipt of such Purchase Notice and the Incremental Purchase of the Purchaser Interest will be made by such Conduit’s Committed Lenders. Purchasers. (c) Each Incremental Purchase to be made hereunder shall be made ratably among the Purchaser Groups in accordance with their respective Purchaser Group Limits. (d) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIV, each applicable Lender will cause Purchaser shall make available to its related Managing Agent at its address listed beneath its signature on its signature page to this Agreement, for deposit to such account as the proceeds of its Loan comprising a portion of such Advance Seller designates from time to be deposited to the Funding Accounttime, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interests then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Administrative Seller shall provide the Funding Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) to the Co-Agentsbe made by a Seller. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, (i) shall be irrevocable and shall specify the requested increase Purchase Price (which, in Aggregate Principal (which the case of the initial Incremental Purchase hereunder shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in the case of subsequent Incremental Purchases shall not be less than $100,0001,000,000), (ii) and the Borrowing Date and date of purchase (which, in the requested Interest Rate and Interest Period for any portion case of Incremental Purchases after the initial Incremental Purchase hereunder, shall not exceed four per calendar month), (iii) in the case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period and (iv) in the case of an Incremental Purchase to be funded by any Pool Company (other than an Incremental Purchase funded by such Pool Company substantially with Pooled Commercial Paper), the requested CP (Tranche) Accrual Period. Upon Following receipt of a Borrowing Purchase Notice, (a) the Agent will promptly notify each Unaffiliated Committed Lender severally agrees Company of such Purchase Notice and the Agent will identify the Companies that agree to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing NoticePurchase. If a Conduit any Company declines to make its Percentage of a proposed AdvancePurchase, Borrower the Administrative Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers no later than 3:00 p.m. (New York time) on the Business Day immediately prior to the date of Purchase specified in the Purchase Notice or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2. If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Unaffiliated Committed Lender, each other Conduit Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and such Conduit’s Committed Lenders(iii) the requested Discount Rate and Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Companies and/or the Financial Institutions, as applicable, shall use their reasonable best efforts to be deposited deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), and in any event no later than 3:00 pm (New York time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderCompany that has agreed to make such Incremental Purchase, its Percentage such Company’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests of such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested AdvanceFinancial Institutions in such Financial Institution’s Purchaser Group are then purchasing. The Funding Agent Each Financial Institution’s Commitment hereunder shall remit be limited to purchasing Purchaser Interests that the Company in such funds (Financial Institution’ s Purchaser Group has declined to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datepurchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least three (3) Business Days' prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and date of purchase (which, in the Borrowing Date and case of any Incremental Purchase (after the requested Interest Rate and Interest Period for any portion initial Incremental Purchase hereunder), shall only be on a Monthly Settlement Date) and, in the case of an Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Agent will determine whether Company agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit Company declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lendersthe Financial Institutions. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Company or the proceeds of its Loan comprising a portion of such Advance to be deposited Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderCompany, its Percentage the aggregate Purchase Price of the principal amount of the requested Advance Purchaser Interests Company is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Back-up Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount Purchaser Interests the Financial Institutions are purchasing. In the case of an Incremental Purchase to be made by the Financial Institutions, if one or more of the requested Advance. The Funding Agent Financial Institutions defaults in its obligation to fund its Back-up Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests to be purchased (each such Financial Institution shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.be called a "

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such 742893773 18589498 Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Incremental Purchase date elect (subject to the proviso below) with respect to any Incremental Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price in respect of such dateIncremental Purchase on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to no more than 90.0% of such Financial Institution’s Purchaser Group’s Commitment may be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). For the avoidance of doubt, a Delayed Financial Institution shall not be deemed to have made any such Incremental Purchase until its applicable portion of the Cash Purchase Price is paid. The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section 742893773 18589498 are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least two (2) Business Days' prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and date of purchase (which, in the Borrowing Date and case of any Incremental Purchase (after the requested Interest Rate and Interest Period for any portion initial Incremental Purchase hereunder), shall only be on a Settlement Date) and, in the case of an Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Agent will determine whether Conduit agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower the Agent will promptly notify Seller of such fact, whereupon Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lendersthe Financial Institutions. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of its Loan comprising a portion of such Advance to be deposited Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage the aggregate Purchase Price of the principal amount of the requested Advance Purchaser Interests Conduit is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateFinancial Institutions are purchasing.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written at least two Business Days’ (or if the date of such Purchase will be other than a Settlement Date, three Business Days’) prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”“). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and the Borrowing requested date of such Purchase (which shall be on a Settlement Date and or any other Business Day so long as no more than one Purchase occurs each calendar month on a date other than a Settlement Date) and, in the requested Interest Rate and Interest Period for any portion case of a Purchase, if the Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period and shall be accompanied by a current listing of all Receivables (including any Receivables to be purchased by Seller under the Receivables Sale Agreement on the date of such Purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) Agent will promptly notify the MUFG Conduit of such Purchase Notice, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Purchaser Agent will promptly notify the requested Advance specified Conduit in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and (b) Agent and each Co-Purchaser Agent shall determine whether its Conduit will fund a Loan in an amount equal identify the Conduits that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvancePurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Purchase of such Receivables, Related Security and Collections, which such Conduit has declined to Purchase, will be made by each Unaffiliated Committed Lender, each other Conduit and such declining Conduit’s Committed LendersRelated Financial Institution(s) in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, Agent shall send notice of the proposed Purchase to the MUFG Conduit’s Related Financial Institution and/or the applicable Purchaser Agent shall send notice of the proposed Purchase to the Related Financial Institutions in such Purchaser Agent’s Purchaser Group, as applicable, in each case concurrently by telecopier or email specifying (i) the date of such Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Receivables, Related Security and Collections of the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvancePurchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price of the requested Advance Receivables, Related Security and Collections in respect of such Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing the assets in the Asset Portfolio that the Conduit in such Financial Institution’s Purchaser Group has declined to Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the requested Advancedate of such Purchase, but no Financial Institution shall be responsible for the failure of any other Financial Institution to make funds available in connection with any Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Purchase date elect (subject to the proviso below) with respect to any Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price of the Receivables, Related Security and Collections on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such dateday is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to 10.0% of such Financial Institution’s Purchaser Group’s Commitment may not be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. (New York City time) on At any time following the second (2nd) Business Day Agreement Date and prior to a proposed borrowingthe fourth anniversary of the Agreement Date, Borrower shall provide the Funding Agent with written notice Aggregate Commitments may, at the option of the Borrower, be increased by an amount not in excess of $50,000,000, either by new Lenders establishing such additional Commitments or by one or more then-existing Lenders increasing their Commitments (each Advance in the form set forth as Exhibit II-A hereto (eachsuch increase by either means, a “Borrowing NoticeCommitment Increase”, and each such new Lender or Lenders increasing its Commitment, an “Additional Commitment Lender”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, ; provided that (a) each Unaffiliated Committed new Lender severally agrees shall be reasonably acceptable to fund a Loan the Administrative Agent, (b) no Unmatured Default shall exist immediately prior to or after the effective date of such Commitment Increase, (c) each such Commitment Increase shall be in an amount equal to its Percentage not less than $10,000,000 and multiples of the requested Advance specified $5,000,000 in such Borrowing Noticeexcess thereof, and (bd) each Co-no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent and the Additional Commitment Lenders shall determine whether its Conduit will fund a Loan in have executed and delivered an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, agreement substantially in the absence form of such Exhibit 2.6.2 (a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders“Commitment Increase Supplement”). On the effective date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VIsuch Commitment Increase, each applicable Additional Commitment Lender will cause shall purchase, by assignment, from each other existing Lender the proceeds of its Loan comprising a portion of such Advance other Lender’s Ratable Loans outstanding at such time such that, after giving effect to such assignments, the respective aggregate amount of Ratable Loans of each Lender shall be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to such Lender’s pro rata share (ibased on the total Commitments, as increased pursuant hereto) in of the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of aggregate Ratable Loans outstanding. The purchase price for the Ratable Loans so assigned shall be the principal amount of the requested Advance or (ii) in Ratable Loans so assigned plus the case amount of a Conduit’s Committed Lenderaccrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each Lender shall be automatically deemed to have sold and made such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit an assignment to such funds (Additional Commitment Lender and shall, to the extent received in of the Funding Account) interest assigned, be released from its obligations under this Agreement, and such Additional Commitment Lender shall be automatically deemed to have purchased and assumed such an assignment from each other Lender and, if not already a Lender hereunder, shall be a party hereto and, to the Facility Accountextent of the interest assigned, no later than 4:00 p.m. (New York City time) on such datehave the rights and obligations of a Lender under this Agreement.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Purchase (which, in the case of any Purchase (after the initial Purchase and Deemed Exchange hereunder), shall only be on a Settlement Date) and, in the requested Interest Rate and Interest Period for any portion case of a Purchase, if the Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period and shall be accompanied by a current listing of all Receivables (including any Receivables to be purchased by Seller under the Receivables Sale Agreement on the date of such Purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) Agent will promptly notify the MUFG Conduit of such Purchase Notice, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Purchaser Agent will promptly notify the requested Advance specified Conduit in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and (b) Agent and each Co-Purchaser Agent shall determine whether its Conduit will fund a Loan in an amount equal identify the Conduits that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvancePurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Purchase of such Receivables, Related Security and Collections, which such Conduit has declined to Purchase, will be made by each Unaffiliated Committed Lender, each other Conduit and such declining Conduit’s Committed LendersRelated Financial Institution(s) in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, Agent shall send notice of the proposed Purchase to the MUFG Conduit’s Related Financial Institution and/or the applicable Purchaser Agent shall send notice of the proposed Purchase to the Related Financial Institutions in such Purchaser Agent’s Purchaser Group, as applicable, in each case concurrently by telecopier or email specifying (i) the date of such Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Receivables, Related Security and Collections of the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvancePurchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price of the requested Advance Receivables, Related Security and Collections in respect of such Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing the assets in the Asset Portfolio that the Conduit in such Financial Institution’s Purchaser Group has declined to Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the requested Advancedate of such Purchase, but no Financial Institution shall be responsible for the failure of any other Financial Institution to make funds available in connection with any Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Purchase date elect (subject to the proviso below) with respect to any Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price of the Receivables, Related Security and Collections on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such dateday is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to 10.0% of such Financial Institution’s Purchaser Group’s Commitment may not be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not later than 2:00 p.m. (New York City time) on At any time following the second (2nd) Business Day Restatement Date and prior to the Facility Termination Date, the Aggregate Commitments may, at the option of the Borrower, be increased by a proposed borrowingtotal amount not in excess of $100,000,000, either by one or more then-existing Lenders increasing their Commitments or by new Lenders establishing such additional Commitments (each such increase by either means, a “Commitment Increase”, and each such Lender increasing its Commitment or new Lender, an “Additional Commitment Lender”); provided that (i) each new Lender shall be reasonably acceptable to the Administrative Agent, (ii) no Unmatured Default or Event of Default shall exist immediately prior to or after the effective date of such Commitment Increase, (iii) all representations and warranties made by the Borrower in this Agreement as of the date of such Commitment Increase are true and correct in all material respects, (iv) each such Commitment Increase shall provide be in an aggregate amount not less than $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or, if less, the Funding maximum remaining amount that the Aggregate Commitments may be increased pursuant to this Section 2.5.2, (v) no such Commitment Increase shall be permitted without all required Governmental Approvals and (vi) no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent with written notice of each Advance and the Additional Commitment Lenders shall have executed and delivered an agreement substantially in the form set forth as of Exhibit II-A hereto 2.5.2 (each, a “Borrowing NoticeCommitment Increase Supplement”). The Funding Agent shall promptly provide each such Borrowing Notice to On the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence effective date of such a cancellation, the Advance will be made by each Unaffiliated Committed LenderCommitment Increase, each Additional Commitment Lender shall purchase, by assignment, from each other Conduit and such Conduit’s Committed Lenders. On existing Lender the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance other Lender’s Credit Exposure outstanding at such time such that, after giving effect to such assignments, the respective aggregate amount of Credit Exposure of each Lender shall be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to such Lender’s Applicable Percentage (ias adjusted pursuant hereto) in of the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of aggregate Credit Exposure outstanding. The purchase price for the Loans so assigned shall be the principal amount of the requested Advance or (ii) in Loans so assigned plus the case amount of a Conduit’s Committed Lenderaccrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent Lender shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.be 36

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written at least two Business Days’ (or if the date of such Purchase will be other than a Settlement Date, three Business Days’) prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and the Borrowing requested date of such Purchase (which, in the case of any Purchase (after the initial Purchase and Deemed Exchange hereunder), shall only shall be on a Settlement Date and or any other Business Day so long as no more than one Purchase occurs each calendar month on a date other than a Settlement Date) and, in the requested Interest Rate and Interest Period for any portion case of a Purchase, if the Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period and shall be accompanied by a current listing of all Receivables (including any Receivables to be purchased by Seller under the Receivables Sale Agreement on the date of such Purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) Agent will promptly notify the MUFG Conduit of such Purchase Notice, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Purchaser Agent will promptly notify the requested Advance specified Conduit in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit GroupPurchaser Agent’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence Purchaser Group of such a cancellation, the Advance will be made by Purchase Notice and Agent and each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.2 729983207 10446458

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Administrative Seller shall provide the Funding Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) to the Co-Agentsbe made by a Seller. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, (i) shall be irrevocable and shall specify the requested increase Purchase Price (which, in Aggregate Principal (which the case of the initial Incremental Purchase hereunder shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in the case of subsequent Incremental Purchases shall not be less than $100,0001,000,000), (ii) and the Borrowing Date and date of purchase (which, in the requested Interest Rate and Interest Period for any portion case of Incremental Purchases after the initial Incremental Purchase hereunder, shall not exceed four per calendar month), (iii) in the case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Tranche Period and (iv) in the case of an Incremental Purchase to be funded by any Pool Company (other than an Incremental Purchase funded by such Pool Company substantially with Pooled Commercial Paper), the requested CP (Tranche) Accrual Period. Upon Following receipt of a Borrowing Purchase Notice, (a) the Agent will promptly notify each Unaffiliated Committed Lender severally agrees Company of such Purchase Notice and the Agent will identify the Companies that agree to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit any Company declines to make its Percentage of a proposed Advancepurchase, Borrower the Administrative FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers no later than 2:00 p.m. (Chicago time) on the Business Day immediately prior to the date of purchase specified in the Purchase Notice or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2. If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Unaffiliated Committed Lender, each other Conduit Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and such Conduit’s Committed Lenders(iii) the requested Discount Rate and Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Companies and/or the Financial Institutions, as applicable, shall use their reasonable best efforts to be deposited deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), and in any event no later than 2:00 pm (Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderCompany that has agreed to make such Incremental Purchase, its Percentage such Company’s Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests of such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing Purchaser Interests that the Company in such Financial Institution’s Purchaser Group has declined to purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to any Seller any funds in connection with any purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the requested Advance. The Funding Agent date of such purchase, but no Financial Institution shall remit such be responsible for the failure of any other Financial Institution to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least one (1) Business Day’s prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding , and the Agent shall will promptly provide forward a copy of each such Borrowing Purchase Notice to the Co-AgentsPurchasers. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lendera through the purchase of a Liquidity Interest, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to Fifth Third shall advise the Agent and Seller if its Percentage of the requested Advance specified in such Borrowing NoticeCP Availability Period has ended, and (b) each Co-the Agent shall determine whether its Conduit will fund a Loan in an amount equal Jupiter agrees to its Conduit make the Jupiter Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit Jupiter declines to make its the Jupiter Group’s Percentage of a proposed Advancepurchase or if Fifth Third’s CP Availability Period has ended, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in both Purchaser Groups. In the absence of such a cancellation, (a) in the Advance will case of Jupiter’s decision not to participate in such purchase, the Agent shall notify the Financial Institutions of its receipt of such Purchase Notice and of Jupiter’s declining to make the Jupiter Group’s Percentage of such purchase, and the Incremental Purchase of the Jupiter Group’s Purchaser Interest shall be made by each Unaffiliated Committed Lendersuch Financial Institutions, each other Conduit and (b) in the case of the end of Fifth Third’s CP Availability Period, Fifth Third’s Percentage of such Conduit’s Committed Lenderspurchase will be funded as a Fifth Third Liquidity Interest. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each the applicable Lender will cause the proceeds of its Loan comprising Purchasers shall initiate a portion of such Advance to be deposited wire transfer to the Funding Facility Account, in of immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), in an amount equal to (i) in the case of a Conduit Jupiter or an Unaffiliated Committed LenderFifth Third, its Purchaser Group’s Percentage of the principal amount of the requested Advance aggregate Purchase Price, or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit the Jupiter Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchase Price.

Increases. Not later than 2:00 p.m. Seller shall provide each Managing Agent --------- with at least one (New York City time) on the second (2nd1) Business Day Day's prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A ------- II hereto of each Incremental Purchase (eachcollectively, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. -- --------------- Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set ----------- forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 3,000,000 in the aggregate for all Purchasers, and not less than $1,000,000 for each Purchase Group), date of $100,000) purchase, and in the Borrowing Date and the requested Interest Rate and Interest Period for case of any portion Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the type of Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Conduit in its Purchase Group agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower its Managing Agent shall promptly notify the Collateral Agent and the Seller and the Seller may cancel the Borrowing Purchase Notice as to all Lenders in its entirety or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and the Financial Institutions in such Conduit’s Committed Lenders's Purchase Group. Each Incremental Purchase to be made hereunder shall be made ratably among the Purchase Groups in accordance with their Group Purchase Limits. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each Conduit or the applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited ---------- Financial Institutions, as applicable, shall make available to the Funding Accountrelated Managing Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page of the Joinder Agreement pursuant to which it became a party hereto), for deposit to such account as the Seller designates from time to time, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage such Conduit's Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests then being purchased or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interests then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide ) no later than 12:00 noon (Chicago time) at least one (1) Business Day before each such Borrowing Notice to the Co-AgentsIncremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,000in the aggregate) and the Borrowing Date and date of purchase. A Purchase Notice received after 12:00 noon (Chicago time) shall be deemed received on the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lendernext Business Day. Upon Following receipt of a Borrowing Purchase Notice, the Agent will promptly notify each Managing Agent of such Purchase Notice. Each Managing Agent will determine whether the Conduit (aif any) each Unaffiliated Committed Lender severally in its Purchaser Group agrees to fund a Loan in an amount equal to its Percentage make the purchase of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Purchaser Group’s Percentage Pro Rata Share of the requested Advance specified in such Borrowing NoticeIncremental Purchase. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower the Managing Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Borrowing Purchase Notice as with respect to all Lenders Purchaser Groups or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest allocable to such Purchaser Group will be made by each Unaffiliated Committed Lender, each other Conduit and the Financial Institutions in such declining Conduit’s Committed LendersPurchaser Group ratably based on their respective Back-Up Commitments. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of Financial Institutions in its Loan comprising Purchaser Group, as applicable, (or if there is no Conduit in a portion of Purchaser Group, the Financial Institution in such Advance to be deposited Purchaser Group) shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderany Conduit, its Percentage such Conduit’s Purchaser Group’s Pro Rata Share of the principal amount of the requested Advance aggregate Purchase Price for such Incremental Purchase or (ii) in the case of a ConduitFinancial Institution, such Financial Institution’s Committed Lender, each such Committed LenderPercentage of its related Purchaser Group’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit aggregate Purchase Price for such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateIncremental Purchase.

Increases. Not (a) On the terms and subject to the conditions set forth in this Agreement, from time to time prior to the Facility Termination Date, Seller may request Incremental Purchases by (i) delivering by electronic mail to the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York City time) on the second (2nd) a Business Day prior to (a proposed borrowing, Borrower shall provide the Funding Agent with “Notice Date”) an irrevocable written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Purchase Notice”). The Funding Agent , which notice shall promptly provide each such Borrowing Notice be confirmed by a telephone call to the Co-AgentsAdministrative Agent; provided that a Purchase Notice will be effectively delivered notwithstanding any failure by Seller to so confirm such notice by telephone ▇▇▇▇▇▇▇ (ii) confirmation of the amount of cash requested in the Purchase Notice by entering such amount in ▇▇▇▇▇’ electronic “C.E.O.” portal. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth belowhereof, shall be irrevocable and shall specify the requested increase amount of the Purchase Price (to be paid in Aggregate Principal cash (the “Cash Purchase Price”), which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and date of purchase100,000, the Borrowing Date amount (if any) of the total Purchase Price to be paid by the issuance of Letters of Credit, and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lenderdate of the proposed Purchase. Upon receipt of a Borrowing each Purchase Notice, subject to Section 1.2(b) below, the Administrative Agent will makepay the requested Cash Purchase Price on behalf of the Purchasers not later than 4:00 p.m. (aNew York time) on the Notice Date; provided that after giving effect to such Purchase, the Aggregate Capital shall not exceed the lesser of (i) the Purchase Limit and (ii) the Investment Baseno Investment Excess shall exist and be continuing. (b) If the Administrative Agent elects not to fund the requested Cash Purchase Price on behalf of the Purchasers in accordance with Section 1.2(a), not later than 3:00 p.m. (New York time) on the Notice Date, the Administrative Agent will notify the Seller of such election and not later than 4:00 p.m. (New York time) on the Notice Date, the Administrative Agent will deliver to the other Agents copies ofPurchasers the applicable Purchase Notice, in which case, on the terms and subject to the conditions hereof, each Unaffiliated Committed Lender of the Purchasers severally agrees to fund make a Loan Purchasewire transfer of cash to the Administrative Agent’s Account in an amount equal to its Percentage of the requested Advance specified in Cash Purchase Price, not later than 1:00 p.m. (New York time) on the next Business Day; provided that, with the exception of the Administrative Agent, at no time may any Purchaser’s CapitalCredit Exposure at any one time outstanding exceed the lesser of (i) such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit GroupPurchaser’s Percentage of the requested Advance specified in Purchase LimitCommitment, and (ii) such Borrowing Notice. If a Conduit declines to make its Purchaser’s Percentage of the Investment Base. (c) Except with respect to the initial Purchase to be made under this Agreement on the date hereof (for which initialthe Cash Purchase Price shall be made ratably amongstfunded on the date hereof by the Purchasers ratably in accordance with their respective Percentages), unless and until the Administrative Agent has delivered to the Seller Parties and the other AgentsPurchasers not later than 12:00 noon (New York time) one Business Day prior to a proposed Advance, Borrower may cancel Purchase Date written notice that it is electing to cease funding PurchasesCash Purchase Prices on behalf of the Borrowing Notice as to all Lenders or, in the absence of such Purchasers (a cancellation“Fronting Cessation Notice”), the Advance Seller Parties and the Purchasers shall be entitled to assume that the Administrative Agent will be made by each Unaffiliated Committed Lenderfund, and the Administrative Agent agrees to fund, each other Conduit and such ConduitPurchaser’s Committed Lenders. Cash Purchase Price pursuant to this Section 1.2(a).1.2. (d) On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause either (i) the proceeds of its Loan comprising Administrative Agent shall deposit or otherwise initiate a portion of such Advance to be deposited wire transfer to the Funding Facility Account, in immediately available funds, no later than 2:30 4:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount aggregate Cash Purchase Price of the requested Advance Purchase, or (ii) in the case of the Purchase to be made on the date hereof, or if a Conduit’s Committed LenderFronting Cessation Notice has been timely delivered, each Purchaser shall initiate a wire transfer to such Committed Lender’s Pro Rata Share account or accounts as the Administrative Agent may from time to time specify in writing to such Purchaser, in immediately available funds, no later than 1:00 p.m. (New York time) on the date of such Incremental Purchase, in an amount equal to its Conduit Group’s Percentage of the principal amount aggregate Cash Purchase Price of the requested Advance. The Funding Purchase, and the Administrative Agent shall remit will promptly wire transfer or otherwise credit such amounts in immediately available funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. 10:00 a.m. (New York City Chicago time) on the second (2nd) Business Day prior to a proposed borrowingeach Incremental Purchase, Borrower Seller shall provide the Funding Agent Co-Agents with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price and each Group’s Percentage thereof (which shall not be less than $5,000,000 or 1,000,000 in the aggregate), the proposed date of purchase (which shall be a larger integral multiple Business Day) and, in the case of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion an Incremental Purchase to be funded by a Group’s Committed Purchasers, the requested Discount Rate and Tranche Period; provided, however, that in no event shall the aggregate number of Incremental Purchases pursuant to this Section 1.2 exceed two (2) in any Committed Lendercalendar week. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall Conduit Agents will determine whether its Conduit will fund a Loan in an amount equal agrees to make its Conduit Group’s Percentage of the requested Advance specified in such Borrowing NoticePurchase. If a Conduit declines to make its Percentage of the proposed Purchase (such Conduit being a proposed Advance“Declining Conduit”), Borrower the applicable Conduit Agent shall promptly advise the Seller and the Servicer of such fact, and the Seller may thereupon cancel the Borrowing Purchase Notice as to all Lenders Groups or, in the absence of such a cancellation, the Advance Incremental Purchase of that Group’s Percentage of the applicable Purchaser Interest will be made by each Unaffiliated the Committed LenderPurchasers in such Group. In addition, each other Seller may replace the Declining Conduit and such its Group by first offering the Declining Conduit’s Group’s rights under, interest in, title to and obligations under this Agreement to the ▇▇▇▇▇ Fargo Group or the other Conduit’s Group and if the ▇▇▇▇▇ Fargo Group or the other Conduit’s Group accepts such offer, the Declining Conduit’s Group shall assign all of its rights under, interest in, title to and obligations under this Agreement to the ▇▇▇▇▇ Fargo Group or the other Conduit’s Group, as applicable. If the ▇▇▇▇▇ Fargo Group or such other Conduit’s Group declines such an offer, Seller shall have until the 30th day after the ▇▇▇▇▇ Fargo Group or the other Conduit’s Group has declined such offer to find another special purpose asset-backed commercial paper conduit having a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by ▇▇▇▇▇’▇ Investors Service, Inc. (and committed purchasers) to accept an assignment of the Declining Conduit’s Group rights under, interest in, title to and obligations under this Agreement and if Seller finds such a conduit (and committed purchasers), the Declining Conduit’s Group shall assign all of its rights under, interest in, title to and obligations under this Agreement to such other conduit and committed purchasers. If such replacement cannot be found within such period, at Seller’s request, the Declining Conduit Group’s Capital shall amortize in accordance with Section 2.2 as if such Group was a Terminating Committed LendersPurchaser’s Group hereunder until such Capital shall be paid in full. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of Conduit or Committed Purchaser, as applicable, shall deposit to an account specified by its Loan comprising a portion of such Advance Co-Agent, for transfer to be deposited to the Funding Accountan account designated by Seller (or by Servicer on Seller’s behalf), in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Group’s Percentage of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests described in such Purchase Notice or (ii) in the case of a Conduit’s Committed LenderPurchaser, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount aggregate Purchase Price of such Purchaser Interests. Upon such transfer by a Co-Agent to Seller’s designated account, Seller hereby, without the necessity of further action by any Person, assigns, transfers, sets over and otherwise conveys to the Administrative Agent, for the benefit of the requested AdvancePurchasers providing such funds, the applicable Purchaser Interest. The Funding Notwithstanding the foregoing, the ▇▇▇▇▇ Fargo Agent shall remit such funds pay, on March 26, 2010, $3,389,469.24 (to the extent received in the Funding Account“JPM Equalization Payment”) to the Facility AccountFalcon Agent at its account referenced in Section 1.4 hereof and $2,663,154.40 (the “BNS Equalization Payment” and together with the JPM Equalization Payment, no later than 4:00 p.m. the “Equalization Payments”) to the Liberty Street Agent at its account referenced in Section 1.4 hereof, so that (New York City timeafter giving effect to the Equalization Payments and any funding by each Group of any Incremental Purchase to be made on March 26, 2010, each Group’s Percentage of the Aggregate Capital, after giving effect to any funding of such Incremental Purchase and the addition of the ▇▇▇▇▇ Fargo Group provided for herein, equals the amount which would be such Group’s Percentage of the Aggregate Capital if all Groups (including the ▇▇▇▇▇ Fargo Group) funded their respective Group’s Percentage of all Incremental Purchases on such dateor prior to March 26, 2010 (after giving effect to all payments in respect of the Aggregate Capital on or prior to March 26, 2010).

Increases. Not later than 2:00 p.m. Seller shall provide each Managing Agent with --------- at least two (New York City time) on the second (2nd2) Business Day Days' prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II ---------- hereto of each Incremental Purchase (eacha "Purchase Notice"), a “Borrowing Notice”). The Funding Agent provided that only --------------- -------- one Business Day's notice period shall promptly provide each such Borrowing Notice to be required in connection with the Co-Agentsinitial purchase hereunder. Each Borrowing Purchase Notice shall be subject to Section ------- 6.2 hereof and, except as set forth below, shall be irrevocable and shall --- specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 15,000,000 in the aggregate for all Purchasers), date of $100,000) and purchase, the Borrowing Date and the requested Interest type of Discount Rate and Interest Period for Tranche Period; provided, that the Seller may not send more than one -------- (1) Purchase Notice in any portion to be funded by any Committed Lenderone-week period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether each of its related Conduits agrees to fund make the purchase and whether such Conduit is capable of making a Loan in an amount equal to its Percentage of purchase with the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing NoticeTranche Period. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower its Managing Agent shall promptly notify the Collateral Agent and the Seller and the Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated the applicable Committed Lender, each other Conduit and such Conduit’s Committed LendersPurchasers. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each Conduit or the applicable Lender will cause Committed Purchasers, as applicable, ---------- shall make available to its related Managing Agent at its address listed beneath its signature on its signature page to this Agreement, for deposit to such account as the proceeds of its Loan comprising a portion of such Advance Seller designates from time to be deposited to the Funding Accounttime, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage such Conduit's Pro Rata Share of the principal amount of the requested Advance Purchaser Interests then being purchased or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Adjusted Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interests then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with at least --------- two Business Days' prior written notice of each Advance Incremental Purchase . Such notice (a "Purchase Notice") shall be in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-AgentsII --------------- ---------- hereto. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except ----------- as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which amount shall not be less than $5,000,000 500,000, or a larger integral multiple an increment of $100,000100,000 in excess thereof) and shall not be greater than the Borrowing Date and Commitment Availability as of the requested Interest Rate and Interest Period for any portion date of the proposed purchase), the date of purchase (which shall be a Settlement Date) and, in the case of an Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Agent will determine whether PREFCO agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit PREFCO declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lendersthe Financial Institutions. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause PREFCO or the proceeds of its Loan comprising a portion of such Advance to be deposited Financial Institutions, as ---------- applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderPREFCO, its Percentage the aggregate Purchase Price of the principal amount of the requested Advance Purchaser Interests PREFCO is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institutions' Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateFinancial Institutions are purchasing.

Increases. Not later than 2:00 p.m. (New York City time) on At any time following the second (2nd) Business Day Agreement Date and prior to the Facility Termination Date, the Aggregate Commitments may, at the option of the Borrower, be increased by a proposed borrowingtotal amount not in excess of $100,000,000, either by one or more then-existing Lenders increasing their Commitments or by new Lenders establishing such additional Commitments (each such increase by either means, a “Commitment Increase”, and each such Lender increasing its Commitment or new Lender, an “Additional Commitment Lender”); provided that (i) each new Lender shall be reasonably acceptable to the Administrative Agent, (ii) no Unmatured Default or Event of Default shall exist immediately prior to or after the effective date of such Commitment Increase, (iii) all representations and warranties made by the Borrower in this Agreement as of the date of such Commitment Increase are true and correct in all material respects, (iv) each such Commitment Increase shall provide be in an aggregate amount not less than $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or, if less, the Funding maximum remaining amount that the Aggregate Commitments may be increased pursuant to this Section 2.5.2, and (v) no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent with written notice of each Advance and the Additional Commitment Lenders shall have executed and delivered an agreement substantially in the form set forth as of Exhibit II-A hereto 2.5.2 (each, a “Borrowing NoticeCommitment Increase Supplement”). The Funding Agent shall promptly provide each such Borrowing Notice to On the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence effective date of such a cancellation, the Advance will be made by each Unaffiliated Committed LenderCommitment Increase, each Additional Commitment Lender shall purchase, by assignment, from each other Conduit and such Conduit’s Committed Lenders. On existing Lender the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance other Lender’s Credit Exposure outstanding at such time such that, after giving effect to such assignments, the respective aggregate amount of Credit Exposure of each Lender shall be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to such Lender’s Applicable Percentage (ias adjusted pursuant hereto) in of the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of aggregate Credit Exposure outstanding. The purchase price for the Loans so assigned shall be the principal amount of the requested Advance or (ii) in Loans so assigned plus the case amount of a Conduit’s Committed Lenderaccrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each Lender shall be automatically deemed to have sold and made such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit an assignment to such funds (Additional Commitment Lender and shall, to the extent received in of the Funding Account) interest assigned, be released from its obligations under this Agreement, and such Additional Commitment Lender shall be automatically deemed to have purchased and assumed such an assignment from each other Lender and, if not already a Lender hereunder, shall be a party hereto and, to the Facility Accountextent of the interest assigned, no later than 4:00 p.m. (New York City time) on such datehave the rights and obligations of a Lender under this Agreement.

Increases. Not later Borrower may from time to time request any Lender --------- to increase its Commitment, provided that the total Commitment may be increased to no more than 2:00 p.m. (New York City time) $125,000,000. That increase must be effected by an amendment executed by Borrower, Agent, and the increasing Lender. Borrower shall execute and deliver to each such Lender a Committed Warehouse Note in the stated amount of its new Commitment. No Lender is obligated to increase its Commitment under any circumstances, and no Lender's Commitment may be increased except by its execution of an amendment as stated above. Each new Lender providing such additional Commitment increase shall be a "Lender" hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. All amounts advanced hereunder pursuant to any such additional Commitment shall be secured by the Collateral on a pari passu basis with all other amounts advanced hereunder. In the second (2nd) Business Day prior to a proposed borrowingevent the total Commitment is increased, Borrower shall provide notify each Lender in writing of such increase. In the Funding Agent with written case of a Commitment increase, each Lender's Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised total Commitments and the Lender holding an additional Commitment shall, immediately upon receiving notice of each Advance in the form set forth as Exhibit II-A hereto (eachfrom Agent, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice pay to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in Agent an amount equal to its Percentage pro rata share of the requested Advance specified in Borrowings outstanding as of such Borrowing Noticedate. All such payments shall reduce ratably the outstanding principal balance of the Committed Warehouse Notes, shall be distributed by the Agent to the Lenders for application accordingly, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan represent Borrowings to Borrower under the new or increasing Lender's Committed Warehouse Note. The new or increasing Lender shall be entitled to share ratably in an amount equal to its Conduit Group’s Percentage of interest accruing on the requested Advance specified in balances purchased, at the rates provided herein for such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advancebalances, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit from and such Conduit’s Committed Lenders. On after the date of each Advance, upon satisfaction such payment. All new Borrowings occurring after an increase of the applicable conditions precedent set forth total Commitments shall be funded in Article VI, accordance with each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. Lender's revised Commitment Percentage. (New York City time), an amount equal to (ie) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage Section 2.4 of the principal amount of Loan Agreement is hereby amended to add the requested Advance or following subsection (iie) in at the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.end thereof:

Increases. Not later than 2:00 p.m. Seller (New York City timeor Servicer, on Seller’s behalf) on shall provide each of the second Co-Agents with at least two (2nd2) Business Day Days’ prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0003,000,000) and date of purchase (which, in the Borrowing Date and case of any Incremental Purchase (after the requested Interest Rate and Interest Period for any portion initial Incremental Purchase hereunder), shall only be on a Settlement Date) and, in the case of an Incremental Purchase to be funded by any Committed Lendereither Conduit’s Liquidity Banks, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall will determine whether its Conduit will fund a Loan in an amount equal agrees to make its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a either Conduit declines to make its a proposed purchase, the Incremental Purchase of that Conduit’s Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersLiquidity Banks while the other Conduit’s Percentage of such Purchaser Interest will be purchased by such other Conduit. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause of the proceeds of Conduits or its Loan comprising a portion of such Advance to be deposited Liquidity Banks, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 2:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage of the principal amount Purchase Price of the requested Advance Purchaser Interest then being purchased or (ii) in the case of a ConduitLiquidity Bank, such Liquidity Bank’s Committed Lender, each such Committed Lender’s Pro Rata Ratable Share of its Conduit GroupConduit’s Percentage of the principal amount Purchase Price of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interest then being purchased.

Increases. Not later than 2:00 p.m. Borrower shall have the right (New York City timein consultation with Administrative Agent), without the consent of any Lenders, to cause from time to time an increase in the Aggregate Commitment (x) on the second (2nd) Business Day prior by adding to this Agreement one or more additional Lenders pursuant to a proposed borrowingjoinder agreement in form and substance satisfactory to Administrative Agent and its counsel; provided that such additional Lenders shall be Eligible Assignees and the Administrative Agent and each Issuer and the Swing Line Lender shall have consented to such additional Lender (such consent not to be unreasonably withheld) or (y) by inviting one or more Lenders to increase its respective Revolving Loan Commitment, Borrower provided, however, (i) no Default shall provide the Funding Agent with written notice of each Advance exist, (ii) no such increase shall result in the form set forth as Exhibit II-A hereto Aggregate Commitment exceeding the Maximum Facility Amount, (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each iii) no such Borrowing Notice to the Co-Agents. Each Borrowing Notice increase shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be an amount less than $5,000,000 5,000,000, (iv) no Lender’s Revolving Loan Commitment or a larger integral multiple of $100,000any other Commitment shall be increased without such Lender’s consent, (v) the Borrower may increase the Aggregate Commitment pursuant to this Section 2.11 no more than four times per calendar year and (vi) the Applicable Commitment Fee Margin and the Borrowing Date Applicable Margin paid to each additional Lender or increasing Lender shall be no more favorable than the Applicable Commitment Fee Margin and the requested Interest Rate and Interest Period for any portion to be funded Applicable Margin paid by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateother Lenders hereunder.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent and each Lender Group Agent with written at least two (2) Business Days' prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Advance (each, a “"Borrowing Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, and shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 1,000,000 or a larger integral multiple of $100,000) and the Borrowing Date (which, in the case of any Advance after the initial Advance hereunder, shall only be on a Settlement Date) and, in the case of an Advance requested on or before the Commitment Termination Date and to be funded by the Liquidity Banks, the requested Interest Rate and Interest Period for any portion to be funded by any Committed LenderPeriod. Upon Following receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Agent will determine whether related Conduit will make available such Lender Group's Lender Group Share of the requested Advance specified in Advance. If any Conduit or the related Lender Group Agent determines that such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit not make available the related Lender Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage 's Lender Group Share of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence then such Lender Group's Lender Group Share of such a cancellation, the proposed Advance will be made by each Unaffiliated Committed Lender, each other Conduit the related Liquidity Banks and such Conduit’s Committed LendersLoan will accrue CP Costs for the period from the date such Loan is made to the end to the then current Settlement Period. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will Conduit or the related Liquidity Banks (with respect to Advances requested on or before the Commitment Termination Date), as applicable, shall wire transfer, or cause the proceeds of its Loan comprising a portion of such Advance to be deposited wire transferred, immediately available funds to the Funding Account, Facility Account in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (ia) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage Lender Group Share of the principal amount of the requested Advance or (iib) in the case of a Conduit’s Committed LenderLiquidity Bank, each such Committed Lender’s Liquidity Bank's Pro Rata Share of its Conduit Group’s Percentage Lender Group Share of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least two Business Days' prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of the Initial Purchase each Incremental Purchase (each, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0002,000,000) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period. Each Purchase Notice shall include a Schedule of Receivables for any Committed LenderReceivables either being sold under the Sale Agreement on the date of such Incremental Purchase or which were sold under the Sale Agreement since the date of the preceding Incremental Purchase. Upon Seller may submit to the Agent no more than two Purchase Notices during any Accrual Period. Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Agent will determine whether Conduit agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lendersthe Financial Institutions. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of its Loan comprising a portion of such Advance to be deposited Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage the aggregate Purchase Price of the principal amount of the requested Advance Purchaser Interests Conduit is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateFinancial Institutions are purchasing.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Administrative Agent with at least one (1) Business Day’s prior written notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”)) not later than 1:00 p.m. (New York time) on the Business Day prior to the proposed purchase date. The Funding Administrative Agent shall promptly provide deliver a copy of each such Borrowing Purchase Notice to the Co-AgentsAgents no later than 3:00 p.m. (New York time) on such Business Day. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth belowArticle VI hereof, shall be irrevocable irrevocable, and shall specify specify: (a) the requested increase in Aggregate Principal (ratable Purchase Price for each Group’s Receivable Interest which shall not be less than $5,000,000 3,000,000 for any Group or a larger integral multiple of $100,0001,000,000 unless such Group’s then available Group Limit is less than $3,000,000 or such larger integral multiple thereof, (b) and the Borrowing Date and proposed date of such Incremental Purchase, and (c) in case an Incremental Purchase is ultimately funded by any Conduit’s Committed Purchaser(s), the requested Interest Yield Rate and Interest Period for any portion to be funded by any Committed LenderPeriod. Upon Following receipt of a Borrowing Noticecopy of a Purchase Notice from the Administrative Agent, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall will determine whether its Conduit will fund a Loan in an amount equal agrees to its Conduit Group’s Percentage of acquire the requested Advance specified in such Borrowing NoticeReceivable Interest being offered to it. If a any applicable Conduit declines to make its Percentage of a proposed Advanceacquisition, Borrower may cancel then the Borrowing Notice as Incremental Purchase to all Lenders or, in the absence of such a cancellation, the Advance that Group will be made funded by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersPurchaser(s). On the date of each AdvanceIncremental Transfer, upon subject to prior satisfaction of the applicable conditions precedent set forth in Article VI, each of the applicable Lender will cause Conduits or its Committed Purchaser(s), as applicable, shall use its best efforts to authorize the proceeds release of its Loan comprising a portion of such Advance wire transfer in immediately available funds to be deposited to into the Funding Facility Account, in immediately available funds, no later than 2:30 3:00 p.m. (New York City time), in an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, the Purchase Price for its Percentage of the principal amount of the requested Advance Group’s Receivable Interest or (ii) in the case of a Conduit’s Committed LenderPurchaser, each such Committed LenderPurchaser’s Pro Rata Ratable Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchase Price.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), in an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.

Increases. Not later than 2:00 p.m. (New York City i) The Borrower shall have the right, without the consent of the Lenders, subject to the terms of this Section 2.1(f), to effectuate from time to time) on the second (2nd) Business Day , at any time prior to a proposed borrowingthe then effective Revolving Credit Termination Date, Borrower shall provide the Funding Agent with written notice of each Advance an increase in the form set forth Total Revolving Credit Commitment under this Agreement by adding to this Agreement one or more banks or other financial institutions acceptable to the Agent and who otherwise qualify as Exhibit II-A hereto (eachEligible Assignees, who shall, upon completion of the requirements of this Section 2.1(f) constitute a “Borrowing NoticeLender” or “Lenders” hereunder (each an “Added Lender”). The Funding Agent , or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitment hereunder (each an “Increasing Lender”), so that such increased Revolving Credit Commitments shall promptly provide each such Borrowing Notice equal the increase in the Total Revolving Credit Commitment effectuated pursuant to this Section 2.1(f); provided that (i) the Co-Agents. Each Borrowing Notice aggregate increased Revolving Credit Commitment or added Revolving Credit Commitment to be effected shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall an amount not be less than $5,000,000 or a larger 10,000,000, and, if greater than $10,000,000, an integral multiple of $100,0005,000,000, (ii) no increase in or added Revolving Credit Commitments pursuant to this Section 2.1(f) shall result in the Total Revolving Credit Commitment exceeding $200,000,000, (iii) the Borrower shall first offer to the then existing Lenders the right to commit to any such increase in Revolving Credit Commitments, but no Lender’s Revolving Credit Commitment shall be increased under this Section 2.1(f) without the consent of such Lender, (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, (v) there shall not at any prior time have been any reduction of the Total Revolving Credit Commitment pursuant to Section 2.1(e) and (vi) no increase in or added Revolving Credit Commitment shall increase the Borrowing Date Total Letter of Credit Commitments or the amount of Swing Line Loan Outstandings permitted by Section 2.4(a)(ii). The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Business Days prior to any such increase in the Total Revolving Credit Commitment each of the following items with respect to each Added Lender and Increasing Lender: (A) a written notice of Borrower’s intention to increase the Total Revolving Credit Commitment pursuant to this Section 2.1(f), which shall specify each Added Lender and Increasing Lender, if any, the changes in amounts of Revolving Credit Commitments that will result, and such other information as is reasonably requested Interest Rate by the Agent; (B) documents in the form of Exhibit L or Exhibit M, as may be required by the Agent, executed and Interest Period delivered by each Added Lender and each Increasing Lender, pursuant to which it becomes a party hereto or increases its Revolving Credit Commitment, as the case may be; (C) if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by Borrower; and (D) a non-refundable processing fee of $3,500 with respect to each Added Lender or Increasing Lender for any portion to be funded by any Committed Lender. the sole account of the Agent. (ii) Upon receipt of any notice referred to in clause (i)(A) above, the Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Lender shall constitute a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage “Lender” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the requested Advance other Lenders, with a Revolving Credit Commitment as specified in such Borrowing Noticedocuments, or such Lender’s Revolving Credit Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Lender or the increase in the Revolving Credit Commitment of such Increasing Lender under this Section 2.1(f), (i) the respective Applicable Commitment Percentages of the Lenders shall be deemed modified as appropriate to correspond to such changed Total Revolving Credit Commitment, and (bii) if there are at such time outstanding any Revolving Credit Outstandings, each Co-Agent shall determine whether its Conduit will fund Lender whose Applicable Commitment Percentage has been decreased as a Loan in an amount equal to its Conduit Group’s Percentage result of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, increase in the absence of Total Revolving Credit Commitment shall be deemed to have assigned, without recourse, to each Added Lender and Increasing Lender such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Lender’s Revolving Credit Outstandings as shall be necessary to be deposited to the Funding Account, effectuate such adjustment in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to Applicable Commitment Percentages. Each Increasing Lender and Added Lender (i) in the case shall be deemed to have assumed such portion of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or such Revolving Credit Outstandings and (ii) in shall fund to each other Lender on the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of Increased Commitment Date the principal amount of the requested AdvanceRevolving Credit Outstandings assigned to it by such Lender. The Funding Agent shall remit such funds (Borrower agrees to pay to the Lenders on demand any and all amounts resulting from break funding charges to the extent received payable pursuant to this Agreement as a result of any such prepayment of Revolving Credit Outstandings occasioned by the foregoing increase in Revolving Credit Commitments and the Funding Accountreallocation of the Applicable Commitment Percentages. (iii) This section shall supercede any provisions in Section 13.1 and 13.6 to the Facility Account, no later than 4:00 p.m. (New York City time) on such datecontrary.

Increases. Not (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Final Purchase Expiration Date but not more frequently than twice per month (unless the Administrator and the Funding Agent otherwise consent in their sole discretion) upon receipt by the Administrator and the Funding Agent of a Notice of Increase, the Administrator, on behalf of Three Pillars (as a Conduit Purchaser), and the Funding Agent, on behalf of PARCO (as a Conduit Purchaser) or the Committed Purchaser, as the case may be, shall make Increases as provided in Section 2.3(c); provided, however, that no Conduit Purchaser (or the Committed Purchaser, as the case may be) shall be required to fund any Increase if, after giving effect thereto, its Note Principal would exceed the Maximum Principal Amount; and provided, further, that no Conduit Purchaser (or the Committed Purchaser, as the case may be) shall be required to fund any Increase if, after giving effect thereto, its Note Principal would exceed its Commitment. (b) Each Increase hereunder shall be subject to the further conditions precedent that: (i) The Administrator and the Funding Agent will have received copies of each of the monthly noteholders' statement, the form of which is attached as Exhibit B to the Series Supplement (the "Monthly Noteholders' Statement"), in each case, most recently required to have been delivered under the Indenture; (ii) Each of the representations and warranties of each of the Seller, the Servicer and the Issuer made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time); (iii) The Issuer, the Servicer and the Seller shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents; (iv) No Pay Out Event, Potential Pay Out Event, Default, Event of Default, Servicer Default or Block Event shall have occurred and be continuing; (v) The Final Purchase Expiration Date shall not have occurred; and (vi) The Administrator and the Funding Agent shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 12:00 p.m. (New York City time) on the second one (2nd1) Business Day prior to the proposed date of such Increase. (c) Three Pillars (as a proposed borrowingConduit Purchaser) shall make its related pro rata portion of the proceeds of such requested Increase available to the Administrator at its office in Atlanta, Borrower shall provide Georgia and PARCO (as a Conduit Purchaser) may make its related pro rata portion of the proceeds of such requested Increase available to the Funding Agent with written notice at its office in New York, New York, in same day funds on the Increase Date, and if PARCO (as a Conduit Purchaser) does not make available its full pro rata portion of each Advance in such Increase Amount, the form set forth as Exhibit II-A hereto (each, Committed Purchaser shall make any portion constituting a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice shortfall so available to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed LenderFunding Agent. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of by Administrator and the requested Advance specified in such Borrowing Notice, and (b) each Co-Funding Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellationfunds, the Advance Administrator and the Funding Agent will make such funds available to Issuer not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be made specified by each Unaffiliated Committed Lender, each other Conduit the Issuer in a notice to the Administrator and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable Funding Agent. (d) All conditions precedent set forth in Article VISection 3.1 of the Series Supplement, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Accountextent applicable, in immediately available fundsshall have been satisfied at such time. Each "Increase" with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer; provided, no later than 2:30 p.m. (New York City time), an amount equal to that (i) the Issuer shall not (unless necessary in order to comply with the case requirements of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or clause (ii) in of this paragraph) disproportionately allocate Increases to the case same VFN Series for two or more consecutive Increases and (ii) shall at all times use its reasonable best efforts to allocate Increases to the respective VFN Series so that the aggregate of a Conduit’s Committed Lender, the "Aggregate Purchaser Funded Amounts" under (and as defined in) each VFN Series is at all times ratably allocated among each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit VFN Series according to their respective "Maximum Principal Amount" (as defined in each such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateVFN Series).

Increases. Not later (a) The Borrower shall, by notice from an Authorized Representative (a “Increased Commitment Notice”), have the right, at any time on or prior to the one year anniversary of the date of this Agreement, upon not less than 2:00 p.m. three Business Days’ written notice to the Agent, to increase the Total Credit Commitment (New York City timeany such increase, the “Increased Commitments”), up to a maximum amount equal to the difference between $700,000,000 and the Total Credit Commitment as of the date prior to the making of such Increased Commitments. Each Increased Commitment Notice shall specify (i) the date (each, an “Increased Amount Date”) on which the second (2nd) Borrower proposes that the Increased Commitments shall be effective, which shall be a Business Day prior to a proposed borrowing, Borrower shall provide and (ii) the Funding Agent with written notice identity of each Advance in the form set forth as Exhibit II-A hereto existing Lender (each, an “Increasing Lender”) and each other Person that is not an existing Lender that is an Eligible Assignee (each, a “Borrowing NoticeNew Lender”)) to whom the Borrower proposes any portion of such Increased Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Increased Commitments may elect or decline, in its sole discretion, to provide such Increased Commitments. The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice Such Increased Commitments shall be subject effected pursuant to Section 6.2 hereof andone or more accession agreements executed and delivered by the Borrower, except each New Lender and Increasing Lender (as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000applicable) and the Borrowing Agent; provided that no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such Increased Commitments. The Increased Commitments shall be on the same terms and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited subject to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in same conditions as the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateexisting Credit Commitments.

Increases. Not later than 2:00 p.m. (New York City time) on At any time following the second (2nd) Business Day Agreement Date and prior to any exercise by the Borrower of its Term-Out option pursuant to Section 2.8 hereof, the Aggregate Commitments may, at the option of the Borrower, be increased by a proposed borrowingtotal amount not in excess of $100,000,000, Borrower shall provide the Funding Agent with written notice of either by one or more then-existing Lenders increasing their Commitments or by new Lenders establishing such additional Commitments (each Advance in the form set forth as Exhibit II-A hereto (eachsuch increase by either means, a “Borrowing NoticeCommitment Increase”, and each such Lender increasing its Commitment or new Lender, an “Additional Commitment Lender”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, ; provided that (a) each Unaffiliated Committed new Lender severally agrees shall be reasonably acceptable to fund a Loan the Administrative Agent, (b) no Unmatured Default or Event of Default shall exist immediately prior to or after the effective date of such Commitment Increase, (c) each such Commitment Increase shall be in an aggregate amount equal not less than $50,000,000 or multiple of $5,000,000 in excess thereof, or, if less, the maximum remaining amount that the Aggregate Commitments may be increased pursuant to its Percentage this Section 2.6.2, (d) no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent and the Additional Commitment Lenders shall have executed and delivered an agreement substantially in the form of the requested Advance specified in such Borrowing NoticeExhibit 2.6.2 (a “Commitment Increase Supplement”), and (be) each Co-Agent no increase in the Aggregate Commitments pursuant to this Section 2.6.2 shall determine whether its Conduit will fund exceed $25,000,000 unless a Loan in larger increase shall have been authorized by an amount equal to its Conduit Group’s Percentage effective order of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage State Corporation Commission of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence Commonwealth of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersVirginia. On the effective date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VIsuch Commitment Increase, each applicable Additional Commitment Lender will cause shall purchase, by assignment, from each other existing Lender the proceeds of its Loan comprising a portion of such Advance other Lender’s Ratable Loans outstanding at such time such that, after giving effect to such assignments, the respective aggregate amount of Ratable Loans of each Lender shall be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to such Lender’s pro rata share (ibased on the total Commitments, as increased pursuant hereto) in of the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of aggregate Ratable Loans outstanding. The purchase price for the Ratable Loans so assigned shall be the principal amount of the requested Advance or (ii) in Ratable Loans so assigned plus the case amount of a Conduit’s Committed Lenderaccrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each Lender shall be automatically deemed to have sold and made such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit an assignment to such funds (Additional Commitment Lender and shall, to the extent received in of the Funding Account) interest assigned, be released from its obligations under this Agreement, and such Additional Commitment Lender shall be automatically deemed to have purchased and assumed such an assignment from each other Lender and, if not already a Lender hereunder, shall be a party hereto and, to the Facility Accountextent of the interest assigned, no later than 4:00 p.m. (New York City time) on such datehave the rights and obligations of a Lender under this Agreement.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least three Business Days' prior notice in a form set forth as Exhibit II-A hereto of each Advance Incremental Purchase (a "Purchase Notice"). For each Incremental Purchase which is to be made on a date other than a Settlement Date, Seller shall also provide the Agent with an interim monthly report (an "Interim Report") in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-AgentsB hereto. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger 1,000,000 and which shall be an integral multiple of $100,000) and date of purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period. Seller may submit to the Agent no more than four Purchase Notices during any Committed LenderAccrual Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Agent will determine whether the Company agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit the Company declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lendersthe Financial Institutions. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance Company or the Financial Institutions, as applicable, shall deposit to be deposited to the Funding AccountAccount No. 942-▇▇▇-▇▇▇▇ ▇▇ Fleet National Bank, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthe Company, its Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested Advance Company is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateFinancial Institutions are purchasing.

Increases. Not later than 2:00 p.m. (New York City time) on The Seller or the second (2nd) Business Day prior to a proposed borrowingServicer, Borrower at the Seller's direction, shall provide the Funding each Managing Agent with written at least two Business Days' prior notice of each Advance in the form set forth as Exhibit II-A I hereto of each Incremental Purchase (eachcollectively, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 7.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 for each Purchaser Group), date of $100,000) and purchase and, in the Borrowing Date and the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lenderthe Alternate Investors, the requested Bank Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Conduit Investor in its Purchaser Group agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a any Conduit Investor declines to make its Percentage of a proposed Advancepurchase, Borrower its Managing Agent shall promptly notify the Deal Agent and the Servicer and the Servicer may cancel the Borrowing Purchase Notice as to all Lenders in its entirety or, in the absence of such a cancellation, the Advance Incremental Purchase of the Investor Interest will be made by each Unaffiliated Committed Lender, each other the Alternate Investors in such Conduit and such Conduit’s Committed LendersInvestor's Purchaser Group. Each Incremental Purchase to be made hereunder shall be made ratably among the Purchaser Groups in accordance with their Group Purchase Limits. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVII, each Conduit Investor or the applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Alternate Investors, as applicable, shall make available to the Funding Accountrelated Managing Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page to the Joinder Agreement pursuant to which it became a party hereto), for deposit to such account of the Seller designated in the Purchase Notice, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderInvestor, its Conduit Investor Percentage of the principal amount aggregate Purchase Price of the requested Advance Investor Interests then being purchased or (ii) in the case of a Conduit’s Committed Lenderan Alternate Investor, each such Committed Lender’s Alternate Investor's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateInvestor Interests then being purchased.

Increases. Not later than 2:00 p.m. Seller shall provide Agent and each Purchaser Agent with prior notice in a form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase Notice”) by 12:00 noon (New York City time) on the second (2nd) at least three Business Day Days prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice requested date of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-AgentsIncremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 Article VI hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to date of such Incremental Purchase (which shall be funded by any Committed Lenderon a Business Day). Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderPurchaser Group’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advance. The Funding Agent shall remit such any other Financial Institution to make funds (to the extent received available in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateconnection with any Incremental Purchase.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) by 12:00 noon (Chicago time) at least three Business Days prior to the Co-Agentsrequested date of such Incremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Cash Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 1,000,000 and in additional increments of $100,000) and the Borrowing Date requested date of such Incremental Purchase (which shall be on a Business Day) and if the requested Interest Rate and Interest Period for any portion Cash Purchase Price thereof is to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and Rate Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, each Purchaser Agent will promptly notify the Conduit (aif any) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each Purchaser Agent will identify the Conduits (bif any) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal that agree to its Conduit Group’s Percentage of make the requested Advance specified in such Borrowing NoticePurchase. If a any Conduit declines to make its Percentage of a proposed AdvanceIncremental Purchase or if any Purchaser Group does not include a Conduit, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase will be made by each Unaffiliated Committed Lender, each other Conduit and (i) such declining Conduit’s Committed LendersRelated Financial Institution(s) or (ii) the Financial Institution(s) included in such Purchaser Group that does not include a Conduit, as applicable, in accordance with the rest of this Section 1.2(a). If the proposed Purchase or any portion thereof is to be made by any of the Financial Institutions, the applicable Purchaser Agent shall send notice of the proposed Purchase to the Financial Institutions in such Purchaser Agent’s Purchaser Group, concurrently by telecopier or email specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase and (iii) the requested Discount Rate and the requested Rate Tranche Period. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVI and the conditions set forth in this Section 1.2(a), each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Conduits and/or the Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lenderthat has agreed to make such 742891150 18589498 Purchase, its Percentage such Conduit’s Pro Rata Share of the principal amount aggregate Cash Purchase Price in respect of the requested Advance such Incremental Purchase or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed LenderFinancial Institution’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Incremental Purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any Incremental Purchase shall not relieve any other Financial Institution of its Conduit Group’s Percentage obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Financial Institution shall be responsible for the principal amount failure of the requested Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. The Funding Agent shall remit such funds (Notwithstanding anything to the extent received contrary set forth in this Section 1.2(a) or otherwise in this Agreement, the Funding Accountparties hereto hereby acknowledge and agree that any Financial Institution may, in its reasonable discretion, by written notice (a “Delayed Purchase Notice”) delivered to the Facility Account, Agent and the Seller no later than 4:00 12:00 p.m. (New York City Chicago time) on the Business Day immediately preceding the applicable Incremental Purchase date elect (subject to the proviso below) with respect to any Incremental Purchase to pay its Pro Rata Share of the aggregate Cash Purchase Price in respect of such dateIncremental Purchase on or before the thirty-fifth (35th) day following the date of the related Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”), rather than on the date requested in such Purchase Notice (any Financial Institution making such an election, a “Delayed Financial Institution”); provided, that, with respect to each Financial Institution’s Purchaser Group, an amount equal to no more than 90.0% of such Financial Institution’s Purchaser Group’s Commitment may be subject to a Delayed Purchase Date. No Delayed Financial Institution (or, for the avoidance of doubt, its related Conduit) shall be obligated to pay its Pro Rata Share of the applicable aggregate Cash Purchase Price until the applicable Delayed Purchase Date. A Delayed Financial Institution shall pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a); provided, however, that a Delayed Financial Institution may, in its sole discretion, pay its Pro Rata Share of the applicable aggregate Cash Purchase Price on any Business Day prior to such Delayed Purchase Date. The Seller shall be obligated to accept the proceeds of such Delayed Financial Institution’s portion of the applicable Cash Purchase Price on the applicable Delayed Purchase Date in accordance with this Section 1.2(a). For the avoidance of doubt, a Delayed Financial Institution shall not be deemed to have made any such Incremental Purchase until its applicable portion of the Cash Purchase Price is paid. The parties hereto hereby acknowledge and agree that they are implementing the delayed funding mechanics provided for in this Section for the purpose of effecting a more favorable “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) with respect to one or more Financial Institutions (or its holding company). Upon the occurrence of any Regulatory Change reasonably likely to eliminate such favorable effects with respect to all Financial Institutions, so long as no Amortization Event or Potential Amortization Event has occurred and is continuing, the Seller and Servicer may request in writing delivered to the Agent and each Purchaser Agent that this Agreement be amended such that the delayed funding mechanics set forth in this Section 742891150 18589498 are removed. The Agent and each Purchaser Agent shall promptly notify the Seller and Servicer if they consent to such request and such request may be accepted or rejected by such parties in their sole discretion. Failure of the Agent or any Purchaser Agent to notify the Seller or the Servicer within ten (10) Business Days shall be deemed to constitute a rejection of such request.

Increases. Not (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase. Notwithstanding any other provision herein to the contrary, no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount. (b) Each Increase hereunder shall be subject to the further conditions precedent that: (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture; (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time); (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party; (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing; (v) The Purchase Expiration Date shall not have occurred; (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist; (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York City time) on the second proposed date of such Increase; (2ndc) Business Day prior Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount. (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a proposed borrowing, Borrower shall provide notice to the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, applicable Notice Persons. (ae) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable All conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (iSection 3.1(b) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed LenderSeries Supplement, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received applicable, shall have been satisfied at such time. Each “Increase” with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateits sole discretion.

Increases. Not later (a) Provided (i) there exists no Termination Event or Incipient Termination Event and the Facility Maturity Date has not occurred and (ii) the applicable request (whether or not granted) would not cause the Borrower, the Parent, any Seller, the Originator or any Affiliate thereof to violate any credit agreement, indenture or other contract, with the consent of the Administrative Agent, the Borrower may from time to time following the Closing Date, request one or more increases in the Maximum Revolving Commitment Amount by an aggregate amount (for all such requests) not exceeding $150,000,000. Any such request for an increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 2:00 p.m. ten (New York City time) on the second (2nd10) Business Day Days from the date of delivery of such notice to the Lenders). No such increase may occur without the prior written consent of each LC Lender party hereto. (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to a proposed borrowingincrease its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase of the Maximum Revolving Commitment Amount (and specify such amount (the “Agreed Upon Increase Amount” with respect to such Lender)). Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. Each Lender may (in its sole discretion) agree or decline to increase its Revolving Commitment. (c) The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. (d) If the Maximum Revolving Commitment Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall provide determine the Funding Agent with written notice effective date (the “Increase Effective Date”) and the final allocation of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”)such increase. The Funding Administrative Agent shall promptly provide each notify the Borrower and the Lenders of the final allocation of such Borrowing Notice increase and the Increase Effective Date. (e) As a condition precedent to such increase, the Borrower shall (1) deliver to the Co-AgentsAdministrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer (i) certifying as to the due authorization by the Borrower of such increase and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained herein and the other Transaction Documents are true and correct in all material respects (it being understood that such materiality threshold shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification) on and as of the Increase Effective Date, unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and (B) no Termination Event or Incipient Termination Event exists and (2) take any other action reasonably requested by the Administrative Agent. Each Borrowing Notice The Borrower shall prepay any Revolving Credit Advances outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Credit Advances ratable with any revised Pro Rata Shares arising from any nonratable increase in the Revolving Commitments under this Section 2.11. (f) In addition to the other terms and conditions set forth herein for increasing the Maximum Revolving Commitment Amount, any increase in the Maximum Revolving Commitment Amount pursuant to this Section 2.11 shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and additional condition that the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Administrative Agent shall determine whether approve all up-front fees and other compensation paid to any additional institution which becomes a Lender hereunder or which increases its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateRevolving Commitment hereunder.

Increases. Not later than 2:00 p.m. (New York City i) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.1(f), to effectuate from time to time) on the second (2nd) Business Day , at any time prior to a proposed borrowingthe then effective Revolving Credit Termination Date, Borrower shall provide the Funding Agent with written notice of each Advance an increase in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice Total Revolving Credit Commitment under this Agreement by adding to this Agreement one or more banks or other financial institutions acceptable to the Co-Agents. Each Borrowing Notice Agent, who shall, upon completion of the requirements of this Section 2.1(f) constitute a "Lender" or "Lenders" hereunder (each an "Added Lender"), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitment hereunder (each an "Increasing Lender"), so that such increased Revolving Credit Commitments shall equal the increase in the Total Revolving Credit Commitment effectuated pursuant to this Section 2.1(f); provided that (i) the aggregate increased Revolving Credit Commitment or added Revolving Credit Commitment to be effected shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall an amount not be less than $5,000,000 or a larger 10,000,000, and, if greater than $10,000,000, an integral multiple of $100,0005,000,000, (ii) no increase in or added Revolving Credit Commitments pursuant to this Section 2.1(f) shall result in the Total Revolving Credit Commitment exceeding $160,000,000, (iii) no Lender's Revolving Credit Commitment shall be increased under this Section 2.1(f) without the consent of such Lender, (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, (v) there shall not, immediately after giving effect to such increased or added Commitment, exist any violation or default under Section 10.11 of the Senior Note Purchase Agreement (as in effect on the date hereof) arising from the attachment of additional Liens granted under this Agreement and the Borrowing Date and Security Instruments to the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an increased amount equal to its Percentage of the requested Advance specified in such Borrowing NoticeTotal Revolving Credit Commitment, and (bvi) each Co-Agent there shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage not at any prior time have been any reduction of the requested Advance specified in Total Revolving Credit Commitment pursuant to Section 2.1(e). The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Business Days prior to any such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, increase in the absence of such a cancellation, the Advance will be made by Total Revolving Credit Commitment each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, following items with respect to each applicable Added Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed and Increasing Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date.:

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent with written at least two Business Days' prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and date of purchase (which, in the Borrowing Date and case of any Incremental Purchase (after the requested Interest Rate and Interest Period for any portion initial Incremental Purchase hereunder), shall only be on a Settlement Date) and, in the case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period and shall be accompanied by a current listing of all Receivables (including any Committed LenderReceivables to be purchased by Seller under the Receivables Sale Agreement on the date of purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Agent will determine whether Conduit agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lendersthe Financial Institutions. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause Conduit or the proceeds of its Loan comprising a portion of such Advance to be deposited Financial Institutions, as applicable, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage the aggregate Purchase Price of the principal amount of the requested Advance Purchaser Interests Conduit is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Purchaser Interests the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateFinancial Institutions are purchasing.

Increases. Not later than 2:00 p.m. 12:00 noon (New York City time) on the Business Day prior to a proposed borrowing (or, in the case of a borrowing to be made at the LIBO Rate, not later than 12:00 noon (New York City time) on the second (2nd) Business Day prior to a such proposed borrowing), Borrower the Collection Agent, on behalf of Borrowers, shall provide the Funding Agent Co-Agents with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 1,000,000 per Conduit Group or a larger integral multiple of $100,000100,000 per Conduit Group) and the Borrowing Date and (which, in the case of any Advance after the initial Advance hereunder, shall only be on a Settlement Date) and, in the case of an Advance to be funded by the Liquidity Banks, the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing NoticePeriod. If a Conduit declines to make its Percentage of a proposed Advance, Borrower the Collection Agent, on behalf of Borrowers, may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersLiquidity Banks. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each the applicable Lender will cause Conduit or the Conduit’s Liquidity Banks, as applicable, shall make the proceeds of its Loan comprising a portion such Conduit Group’s Percentage of such requested Advance available to be deposited its Co-Agent in immediately available funds on the proposed date of borrowing. Upon receipt by a Co-Agent of such Loan proceeds, such Co-Agent shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its such Conduit’s Group’s Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed LenderLiquidity Bank, each such Committed LenderLiquidity Bank’s Pro Rata Share of its such Liquidity Bank’s Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. If any Borrowing Notice is delivered after 12:00 noon (New York City time) on such datethe Business Day specified in the first sentence of this Section 1.2, funding of the requested Advance will be on a best-efforts basis only .

Increases. Not Each Purchase Notice (1) shall be made by Seller (or Servicer, on Seller’s behalf) shall provide each Purchaser with notice of each Incrementalno later than 2:00 (x) in the case of a Purchase byNotice made pursuant to PINACLE, 12:00 p.m. (New York City time) time on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice date of each Advance such Incremental Purchase in the a form set forth as Exhibit II-A II hereto (eacha DOCVARIABLE ndGeneratedStamp 4930-3680-8276, a v.2 “Borrowing Purchase Notice”). The Funding Agent ., or (y) in the case of any other Purchase Notice, 12:00 p.m. New York City time on the proposed date of such Incremental Purchase; provided that any Purchase Notice made after such applicable time shall promptly provide each be deemed to have been made on the following Business Day, and (2) shall specify (i) the amount of the Incremental Purchase requested (which shall not be less than $3,000,000 and shall be an integral multiple of $100,000), (ii) other than for a Purchase Notice made pursuant to PINACLE, the allocation of such Borrowing Notice amount among the Purchasers, which shall be ratable based on the Commitments, (iii) the account to which the Co-Agentsproceeds of such Incremental Purchase shall be distributed, (iv) the date such requested Incremental Purchase is to be made, which shall be a Business Day and (v) the requested Discount Rate and Tranche Period. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than at least $5,000,000 3,000,000 or a larger integral multiple of $100,000) and the Borrowing Date date of purchase and the requested Interest Discount Rate and Interest Period for Tranche Period. In the event that any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Purchase Notice is delivered later than 12:00 p.m. New York City time on the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence date of such a cancellationIncremental Purchase, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and Purchasers shall make such Conduit’s Committed LendersIncremental Purchase on a best-efforts basis only. . On the date of each AdvanceIncremental Purchase, each Purchaser shall, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited Purchaser, shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 2:00 p.m. (New York City time)) and pursuant to the other conditions set forth herein, remit to the Administrative Agent, in same day funds to the account specified by the Administrative Agent for such purpose, an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount Purchase Price of the requested Advance or (ii) in Purchaser Interest then being purchased., such that the case Administrative Agent is above to, and the Administrative Agent shall, to the extent the Purchasers have made funds available to it for such purposes and subject to Article VI and the other conditions set forth herein, fund such Incremental Purchase to the Seller on the date of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall Incremental Purchase; provided that if any Purchaser fails to remit such funds (to the extent received Administrative Agent in a timely manner, the Funding Account) Administrative Agent may elect in its sole discretion to fund with its own funds such Purchaser’s portion of such Incremental Purchase on the date thereof, and such Purchaser shall be subject to the Facility Account, no later than 4:00 p.m. (New York City time) on such daterepayment obligation in Section 2.8(a).