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 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 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 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 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 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 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 RECEIVABLES PURCHASE AGREEMENT 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 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, 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 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 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. 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 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 Seller (or Servicer, on Seller’s behalf) shall provide Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo’s Percentage of each Incremental Purchase shall also be entered by a Seller Party into Xxxxx 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 Xxxxx 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 Xxxxx 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. 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 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 RECEIVABLES PURCHASE AGREEMENT 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 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 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. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent Agent, by 3:00 p.m. (Chicago time) at least two Business Days prior to the date of each Incremental Purchase, with prior written notice of each Advance in the a form set forth as Exhibit II-A II hereto of such 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, in the case of the initial Purchase Notice, Section 6.1) 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 $100,00010,000,000) 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 Lenderof the Financial Institutions, the requested Discount Rate and Tranche 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 after the Agent’s receipt thereof 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 Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interests, 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 the requested 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 to be deposited Companies 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 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 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 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 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 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 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 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 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 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, (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 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. 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 Xxxxx Fargo Group or the other Conduit’s Group and if the Xxxxx 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 Xxxxx Fargo Group or the other Conduit’s Group, as applicable. If the Xxxxx Fargo Group or such other Conduit’s Group declines such an offer, Seller shall have until the 30th day after the Xxxxx 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 Xxxxx’x 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 Xxxxx 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 Xxxxx Fargo Group provided for herein, equals the amount which would be such Group’s Percentage of the Aggregate Capital if all Groups (including the Xxxxx 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. 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 Borrower may from time to time request any one or more --------- Lenders to increase their respective Guidance Line or Commitment so that the total Guidance Line may be increased to no more than 2:00 p.m. (New York City time) $50,000,000, or so that the total Commitment may be increased to no more than $250,000,000. 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 or an Uncommitted Warehouse Note in the stated amount of its new Commitment or Guidance Line increase. 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 or Guidance Line increase shall be a "Lender" hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Credit 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 Commitments are increased, Borrower shall provide execute a new Committed Warehouse Note in favor of the Funding Agent with written notice Lender extending such additional Commitment in a stated amount of its new Commitment and shall notify each Advance Lender in the form set forth as Exhibit II-A hereto (eachwriting of such additional Commitment. In such case, a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice Lender's Commitment Percentage shall be subject recalculated to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify reflect the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple new proportionate share of $100,000) the revised total Commitments and the Borrowing Date and Lender responsible for the requested Interest Rate and Interest Period for any portion additional Commitment shall, immediately upon receiving notice from Agent, pay 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 pro rata share of the requested Advance specified in Borrowings outstanding as of such Borrowing Notice, and (b) each Co-Agent date. All such payments shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage reduce the outstanding principal balance of the requested Advance specified Committed Warehouse Note of each Lender receiving such payments and shall represent Borrowings to Borrower under the purchasing Lender's Committed Warehouse Note. The purchasing Lender shall be entitled to share ratably in interest accruing on the 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 purchase. 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. (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's revised Commitment Percentage.

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 Notice”"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 Lenders's Liquidity 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 1:00 p.m. (New York City Chicago 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 Conduit’s Committed LenderLiquidity Bank, each such Committed Lender’s Pro Rata Liquidity Bank's Ratable Share of its Conduit Group’s Conduit'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. (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 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 The RPA Seller shall provide the Funding Agent and each Investor 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, which shall not occur sooner then the Effective Date) and each Incremental Purchase (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 (i) the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0002,500,000) and date of purchase (ii) the Borrowing Date allocation of such amount among each of the Groups (which shall be proportional to the Group Limit of each Group) and (iii) in the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by a Financial Institution, 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 The RPA Seller may submit to the Agent and each Investor Agent no more than two Purchase Notices during any Accrual Period. Following receipt of a Borrowing Purchase Notice, (a) the Investor Agent for each Unaffiliated Committed Lender severally Conduit will determine whether such 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 RPA 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 the such Conduit’s Committed Lenders's related Financial Institutions. 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 Purchasers shall deposit to an account of the proceeds of its Loan comprising a portion of such Advance to be deposited to RPA Seller designated by the Funding AccountRPA Seller in the Purchase Notice, 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 Percentage the aggregate Purchase Price of the principal amount of the requested Advance Purchaser Interests such Conduit is then purchasing, with such payment to be initiated no later than 2:00 p.m. (Chicago time), or (ii) in the case of a such Conduit’s Committed Lender's related Financial Institutions, each such Committed Lender’s related 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 daterelated Financial Institutions are purchasing.

Increases. Not later than 2:00 Seller shall provide the Agent and each Purchaser (based solely on contact information provided by the Agent), by 1:00 p.m. (New York City Eastern time) on the second (2nd) Business Day date of each Incremental Purchase, with prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the a form set forth as Exhibit II-A II hereto of such 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 the lesser of (i) $5,000,000 or a larger integral multiple and (ii) the unused portion of $100,000the Purchase Limit on the applicable purchase date) 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. Upon Following its receipt of a Borrowing Purchase Notice, the Agent will notify each Company of such Purchase Notice no later than 2:00 p.m. (aEastern time) each Unaffiliated Committed Lender severally agrees on the date of such Incremental Purchase 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 AdvanceIncremental Purchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interests that 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 or other electronic transmission specifying (i) the date of such Incremental Purchase, (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. 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 the Companies and/or the Financial Institutions, as applicable, shall deposit, or cause the proceeds of its Loan comprising a portion of such Advance to be deposited deposited, to the Funding Agent Account, in immediately available funds, no later than 2:30 3:00 p.m. (New York City Eastern 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 shall remit such funds (to deposit the extent amounts received in the Funding Account) Agent Account pursuant to the Facility Account, immediately preceding sentence into an account designated by the Seller (which may be designated by standing instructions) by no later than 4:00 p.m. (New York City timeEastern Time) on the date of such date.Incremental Purchase. The Agent and each Purchaser acknowledge that Seller may designate an account of Originator for the deposit of any such Incremental Purchase for the purpose of satisfying Seller’s purchase price obligations under the Receivables Sale Agreement. 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 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 date 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. If any Purchaser shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereunder and if Agent has made available to Seller such amount, then each such Purchaser shall be obligated to immediately remit such amount to Agent, together with interest at the Alternative Base Rate plus 2.00% for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Purchaser with respect to amounts owing under this Section 1.2 shall be conclusive, absent manifest error. FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

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 Advanceany other Financial Institution to make funds available in connection with any Incremental Purchase. 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.740395379 19636993 RECEIVABLES PURCHASE AGREEMENT

Increases. Not later than 2:00 p.m. (New York City time) The Borrower may, on the second (2nd) any Business Day prior to the Facility Termination Date, increase the Aggregate Commitment by delivering a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance request substantially in the form set forth attached as Exhibit II-A XI hereto (each, a an “Borrowing NoticeAggregate Commitment Increase Request”). The Funding Agent shall promptly provide each ) or in such Borrowing Notice other form as may be acceptable to the Co-Agents. Each Borrowing Notice Administrative Agent at least ten (10) Business Days prior to the desired effective date of such increase (the “Aggregate Commitment Increase”) identifying an additional Lender (or additional Commitments for existing Lender(s)), which additional Lender(s) shall be subject reasonably acceptable to the Administrative Agent, and the amount of its Commitment (or additional amount of the existing Lender Commitment(s)); provided, however, that (i) any increase of the Aggregate Commitment to an amount in excess of $700,000,000 will require the approval of all Lenders, (ii) any incremental increase of the Aggregate Commitment shall be in an amount not less than $25,000,000, (iii) no Unmatured Amortization Event or Amortization Event shall have occurred and be continuing at the time of the request or the effective date of the Aggregate Commitment Increase, (iv) such Aggregate Commitment Increase shall not be prohibited by the terms of the Parent Credit Agreement, and (v) all conditions precedent to the making of any Loan contained in Section 6.2 hereof andshall be satisfied immediately after giving effect to such Aggregate Commitment Increase. The effective date of an Aggregate Commitment Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, except as set forth beloweach Person becoming a Lender, and any Lender increasing its Commitment, in connection with an Aggregate Commitment Increase, shall be irrevocable and shall specify on the requested increase date it becomes a Lender hereunder (or in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple the case of $100,000an existing Lender, increases its Commitment) and purchase from 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 other Lenders its Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to such Aggregate Commitment Increase) of any outstanding Loans, by making available to the requested Advance specified in Administrative Agent for the account of 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 orother Lenders, 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 same day 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 Lender, its Percentage portion of the outstanding principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Loans to be purchased by such Lender, each plus (B) interest accrued and unpaid to and as of such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage date on such portion of the outstanding principal amount of such Loans. Such purchases shall be deemed to have been effected by way of, and subject to the requested Advanceterms and conditions of, Assignment Agreements and, except as otherwise provided in the immediately following subsection (b), no documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Funding Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent shall remit may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such funds (reallocations and assignments. The Borrower agrees to pay any reasonable expenses of the Administrative Agent and the Lenders relating to any Aggregate Commitment Increase. Notwithstanding anything herein to the extent received in the Funding Account) to the Facility Accountcontrary, no later than 4:00 p.m. (New York City time) on such dateLender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

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 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 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) on $200,000,000. That increase must be effected by an amendment executed by Borrower, Agent, and the second (2nd) Business Day prior to a proposed borrowing, 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 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 event the Total Commitment is increased, Agent shall notify each Lender in writing of such increase and shall provide each Lender with a copy of the Funding Agent amendment giving effect to such increase, together with written notice an updated Schedule 1.1(a) to this Agreement reflecting the Commitment Amount of each Advance in Lender. In the form set forth as Exhibit II-A hereto (eachcase of a Commitment increase, a “Borrowing Notice”). The Funding Agent each Lender’s Commitment Percentage shall promptly provide each such Borrowing Notice be recalculated to reflect the new proportionate share of the revised Total Commitment and the Lender holding an additional Commitment shall, immediately upon receiving notice from Agent, 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 in an amount equal represent Borrowings to its Conduit Group’s Percentage of Borrower under 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 increasing Lender, each other Conduit and such Conduit’s Committed LendersWarehouse Note. On The increasing Lender shall be entitled to share ratably in interest accruing on the balances purchased, at the rates provided herein for such balances, from and 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 Commitment 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. (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 daterevised Commitment Percentage.

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 6.1(c) 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 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 Advancedate of such Purchase, but no Purchaser shall be responsible for the failure of any other Purchaser to make funds available in connection with any Purchase. 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 12660228v2

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 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 ; provided that Seller shall promptly provide each such Borrowing Notice to the Co-Agentsmake no more than four requests per month. 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 in integral multiple multiples of $100,000100,000 thereafter and date of purchase (which, in the case of any Incremental Purchase (after the initial Incremental Purchase hereunder), shall only be on a Settlement Date) and 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 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 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 Financial Institutions, as applicable, shall deposit to be deposited to the Funding Accountan account designated by Seller, 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 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 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 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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). THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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. Seller shall provide each Managing Agent with at least three (New York City time) on the second (2nd3) 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 (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 (i) Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,000500,000 per Purchase Group) and (ii) the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lendertype of Discount Rate. 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 make the purchase. Each Incremental Purchase 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 Lendershereunder 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, 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, which amount shall not exceed such Conduit’s Pro Rata Share of the Unused Purchase Limit, 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 Purchaser Interests then being purchased, such amount of the requested Advancenot to exceed such Financial Institution’s Unused Back-Up Commitment. The Funding Agent shall remit such funds Seller may not request more than one (to the extent received in the Funding Account1) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateIncremental Purchase per calendar week.

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 2 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. 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. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Purchasers with notice, in accordance with Section 14.2,(a) Upon the terms and subject to the conditions hereof, Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of the Purchaser Groups, by providing the Agent and the Managing Agent(s) with a written notice of each Advance in the a form set forth as Exhibit IIIIII-A B hereto of each Incremental Purchase (each, a “Borrowing (a “Standard Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice ) no later than 11:00 a6:00 p.m. (ChicagoNew York time) on the Business Day prior to the Co-Agentsdate 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 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 the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lenderdate of purchase. 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 orA which notice, in the absence case of the Agent, shall be delivered the Agent’s electronic “C.E.O.” portal. A Standard Purchase Notice received after 11:00 a6:00 p.m. (ChicagoNew York time) on a Business Day shall be deemed received on the next Business Day. Following receipt of each Standard Purchase Notice, the Managing Agents will promptly advise their respective Purchaser Groups, of the contents of such Standard Purchase Notice. For each Purchaser Group that includes a cancellationConduit, such Conduit may, at its option, instruct its Managing Agent to cause the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and Agent to purchase on such Conduit’s Committed Lendersbehalf, or if any Conduit shall decline to purchase, its Managing Agent (or if there is no Conduit in a Purchaser Group, the Managing Agent for such Purchaser Group) shall cause the Agent to purchase on behalf of the Financial Institution(s) in such Purchaser Group, its Purchaser Group’s Pro Rata Share of such Standard Purchaser Interests from time to time in an aggregate amount not to exceed at such time the aggregate amount of its Purchaser Group’s Standard Commitments. On the date of each AdvanceIncremental Purchase under this Section 1.2(a), upon satisfaction of the applicable conditions precedent set forth in Article VI, each PurchaserConduit or the Financial Institution(s) in its Purchaser Group, as applicable Lender will cause (or if there is no Conduit in a Purchaser Group, the proceeds of its Loan comprising a portion of Financial Institution(s) in such Advance to be deposited Purchaser Group) shall wire transfer to the Funding Facility Account, in immediately available funds, no later than 2:30 11:00 a2:00 p.m. (New ChicagoNew York City time), an amount equal to (isuch Purchaser’s(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 later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower The Seller shall provide the Funding Agent Co-Agents with written --------- at least three Business Days' prior notice of each Advance in either the form set forth as Exhibit II-A hereto of each Incremental Purchase or in a Settlement Date Statement --------- (eacheach such form and/or Settlement Date Statement, 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 5.02 and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Tranche Period and Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0002,000,000 for either Purchaser Group) and date of purchase (which, in the Borrowing case of any Incremental Purchase (after the initial purchase hereunder), shall only be on a Settlement Date, provided that an Incremental Purchase shall not be made on a Settlement Date and within the requested Interest Rate and Interest Period for any portion meaning of clause (a)(2) of the definition of "Settlement Date") and, in the case of an Incremental Purchase to be funded by any Committed Lenderthe Liquidity Providers, the requested Discount Rate. 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-Blue Ridge Agent shall determine whether its Conduit will fund a Loan in an amount equal Blue Ridge agrees to its Conduit Group’s Percentage make the purchase of the requested Advance specified in such Borrowing NoticeReceivable Interest offered to the Blue Ridge Agent, and the Falcon Agent shall determine whether Falcon agrees to make the purchase of the Receivable Interest offered to the Falcon Agent. If a Conduit Blue Ridge or Falcon declines to make its Percentage of a proposed Advancepurchase, Borrower the Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in both Purchaser Groups. In the absence of such a cancellation, the Advance will Incremental Purchase of any Receivable Interest which Blue Ridge declines to purchase shall be made by each Unaffiliated Committed Lenderthe Blue Ridge Liquidity Providers in accordance with their respective Pro Rata Shares, each other Conduit and such Conduit’s Committed Lendersthe Incremental Purchase of any Receivable Interest which Falcon declines to purchase shall be made by the Falcon Liquidity Providers in accordance with their respective Pro Rata Shares. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIV, each applicable Lender will cause the proceeds of Conduit or its Loan comprising a portion of such Advance to be deposited Liquidity Providers, 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 Lendereach Conduit, its Percentage the aggregate Purchase Price of the principal amount of the requested Advance Receivable Interests such Conduit is then purchasing or (ii) in the case of a Conduit’s Committed LenderLiquidity Provider, each such Committed Lender’s Liquidity Provider's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of Receivable 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 daterelated Liquidity Providers 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 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 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 (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.FIFTH AMENDED AND RESTATED

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 Seller shall provide the Funding Agent Co-Agents with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A IX 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 4.2 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 a larger integral multiple 1,000,000 per Group), the proposed date of $100,000) and the Borrowing Date purchase and the requested Interest Discount Rate and Interest Tranche Period for any portion to be funded by any in the event the Committed LenderPurchasers of either Group participate in such Purchase. 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 its Conduit declines to make its Percentage of a the proposed AdvancePurchase, Borrower such Co-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 both Groups or, in the absence of such a cancellation, the Advance Incremental Purchase of that Group’s Percentage of the applicable Receivable Interest will be made by each Unaffiliated the Committed Lender, each other Conduit and Purchasers in such Conduit’s Committed LendersGroup. 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 Conduit or its Loan comprising a portion of such Advance to be deposited Committed Purchasers, 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 Group’s Percentage of the principal amount aggregate Purchase Price of the requested Advance Receivable 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 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 dateReceivable Interests.

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 the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent 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 ; provided that any Purchase Notice received after 11:00 a.m. (Chicago time) shall promptly provide each such Borrowing Notice be deemed to have been received on the Co-Agentsnext succeeding Business Day. 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 the Financial Institutions, the requested Discount Rate and applicable Tranche Period. Without the prior approval of the Agent, Seller shall not request more than seven proposed purchases in any Committed Lendercalendar month and, unless approved by the Agent in its sole discretion, any such requests in excess of seven in any calendar month shall be void. 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. (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, (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 the CL Company or by the Bank One Company (other than 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 Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers 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 to be deposited Companies 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 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 Lender’s Financial 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 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 (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.AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

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 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 (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 1,000,000 and shall be in integral multiple multiples of $100,000100,000 thereafter) 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 Purchase Notice, (a) the Agent will promptly notify the Wachovia Conduit of such Purchase Notice, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of Managing Agent will promptly notify the requested Advance specified Conduit in such Borrowing Notice, Managing Agent’s Purchaser Group of such Purchase Notice and (b) the Agent and each Co-Managing 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 Purchasers or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interests, 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 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 Wachovia Conduit’s Related Financial Institutions and/or the applicable Managing Agent shall send notice of the proposed Incremental Purchase to the Related Financial Institutions in such Managing Agent’s Purchaser Group, as applicable, in each case 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 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 (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 the Conduits and/or the Financial Institutions, as applicable, 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 Lenderthat has agreed to make such Incremental Purchase, its Percentage such Conduit’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 Lenderthe Financial Institutions, 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 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 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 Except as otherwise agreed to by the second (2nd) Business Day prior to a proposed borrowingAgent, the Borrower 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 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 requested Borrowing Date (it being understood and agreed that there shall be no more than five Borrowing Dates in any calendar month) and, in the case of an Advance to be funded by the Alternate Lenders, 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 the Agent will determine whether the Conduit Lender severally 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 NoticeAdvance. If a the Conduit Lender declines to make its Percentage of a proposed Advance, the 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 the Alternate Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VIVI (except as provided below), each applicable the Conduit Lender will cause or the proceeds of its Loan comprising a portion of such Advance to be deposited Alternate Lenders, as applicable, shall wire to the Funding Accountaccount of the Borrower specified in the Borrowing Notice, in immediately available funds, no later than 2:30 2:00 p.m. (New York City Chicago time), an amount equal to (i) in the case of a the 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 an Alternate Lender, each such Committed Alternate Lender’s 's Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit ; provided, however, that if, after giving effect to such funds (to Advance, the extent received in Reserve Account Balance would be less than the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) Reserve Account Requirement on such date, the applicable Lender(s) shall transfer a portion of the principal amount of the requested Advance to the Reserve Account in an amount sufficient to cause the resulting Reserve Account Balance to equal the Reserve Account Requirement and the remainder of the principal amount of such Advance to the Borrower in accordance herewith.

Increases. Not later than 2:00 p.m. Seller shall provide the Agent, by 12:00 noon (New York City Chicago time) on the second (2nd) at least one Business Day prior to a proposed borrowingthe date of each Incremental Purchase, Borrower shall provide the Funding Agent with prior written notice of each Advance in the a form set forth as Exhibit II-A II hereto of such 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, in the case of the initial Purchase Notice, Section 6.1) 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 $100,00010,000,000) 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 Lenderof the Financial Institutions, the requested Discount Rate and Tranche 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 after the Agent’s receipt thereof 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 Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interests, 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, cable or other electronic transmission 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 the requested 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 to be deposited Companies 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 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 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. (a) If, on any Business Day prior to the Facility Termination Date, there is Investment Availability reflected on a Daily Report or Monthly Report, as applicable, in each case for the preceding reporting period, as applicable, Seller (or Collection Agent, on Seller’s behalf) may, if desired, request an Incremental Purchase in accordance with this Section 1.2. Seller (or Collection Agent, on Seller’s behalf) shall provide the Agent with notice of each Incremental Purchase by 11:00 a.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowingsuch Incremental Purchase (or, Borrower shall provide the Funding Agent with written notice of each Advance solely in the case of an Incremental Purchase not exceeding $5,000,000, on the date of such Incremental Purchase) in a form set forth as Exhibit II-A II hereto (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 $5,000,000 200,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to date of purchase (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 NoticeBusiness Day). If a Conduit declines any Purchase Notice is delivered later than 11:00 a.m. (New York City time) on the Business Day prior to make its Percentage of a such proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders Incremental Purchase (or, solely in the absence case of an Incremental Purchase not exceeding $5,000,000, on the date of such a cancellationIncremental Purchase), the Advance Purchasers will be made by each Unaffiliated Committed Lender, each other Conduit and 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 Purchaser shall 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 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 Purchase Price 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 AdvanceReceivable Interest then being purchased. The Funding Agent shall remit such funds Seller may, subject to this clause (a) and the other requirements and conditions herein, use the proceeds of any Incremental Purchase to satisfy its Reimbursement Obligation to the extent received in the Funding Account) LC Bank pursuant to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateSection 1.9.

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 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 (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.FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE 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’ (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 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT the aggregate Cash Purchase Price of the principal amount Receivables, Related Security and Collections in respect of the requested Advance 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 4:00 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”"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 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's Liquidity 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. [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 such Conduit's Group's Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender's Liquidity Bank, each such Committed Lender’s Liquidity Bank's Pro Rata Share of its Conduit such Liquidity Bank's Group’s '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 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 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 (THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 So long as the Conversion Date has not occurred, the Conduit Purchasers in each Purchaser Group, through their respective Managing Agent, may (but are not committed to) at the request of the Transferor made no more frequently than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowingonce per week, 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 and subject 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 VIIV, fund increases of the Class A Funded Amount (each such increase, an "Increase" and the amount thereof, the Increase Amount") to the extent of such Purchaser Group's Pro Rata Share of the applicable Lender will cause Increase Amount, to be allocated among the proceeds Conduit Purchasers by their respective Managing Agents. If any Conduit Purchaser chooses at any time not to fund all or any portion of its Loan comprising a portion of such Advance Purchaser Group's Pro Rata Share of an Increase Amount when requested by Transferor, the related Committed Purchasers, through their respective Managing Agent, shall, if the date of such Increase occurs prior to the expiration of the current Term, and subject to the provisions of Section 3.02 hereof, fund such portion in amounts to be deposited to allocated among such Committed Purchasers based on their respective Committed Percentages. Each funding of a Purchaser Group's Pro Rata Share of an Increase shall be paid by the Funding Accountrelated Conduit Purchasers or Committed Purchasers, as applicable, shall be made in immediately available funds, no later than 2:30 p.m. (New York City time), accordance with Section 2.05 hereof and shall represent the acquisition of Series 2001-1-VFC Class A Certificate Interests in an amount equal to (i) the increase 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 Purchaser Group's Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advanceoutstanding Class A Invested Amount. The Funding Each Managing Agent shall remit such funds (provide prompt notice to the extent received in Program Agent and the Program Agent shall provide prompt notice to the Transferor if the related Conduit Purchaser elects not to fund an Increase. Under no circumstances shall (i) any Purchaser fund any portion of an Increase (whether directly or pursuant to a withdrawal from the Conversion Funding Account) to the Facility extent that, after giving effect to such funding, the related Purchaser Group's Pro Rata Share of the Class A Funded Amount would exceed its Purchaser Group Limit or (ii) any Committed Purchaser fund any portion of an Increase (whether directly or pursuant to a withdrawal from the Conversion Funding Account) to the extent that, no later than 4:00 p.m. (New York City time) on after giving effect to such datefunding, such Committed Purchaser's Invested Percentage of the Class A Funded Amount would exceed its Commitment.

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 Agent Agents with written 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”) by 2:00 p.m. (Chicago time). The Funding Agent shall promptly provide each such Borrowing Notice , at least two (2) 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 shall specify the requested increase in Aggregate Principal Purchase Price and each Purchaser Group’s Percentage thereof (which shall not be less than $5,000,000 1,000,000 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 event all or a portion of such Incremental Purchase is to be funded by one or more Committed Purchasers, the requested Discount Rate and Tranche Period; provided, however, that not more than five (5) Purchase Notices may be delivered in any Committed Lenderone calendar month and not more than one (1) unfunded Purchase Notice may be outstanding at any one time. Upon Following its receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan Funding Agent will determine whether the Conduits in an amount equal to its Percentage of the requested Advance specified related Purchaser Group will participate 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 NoticeIncremental Purchase. If a Conduit declines to make its Percentage of participate in a proposed AdvanceIncremental Purchase, Borrower the related Funding Agent shall promptly notify Seller and the Master Servicer of such fact, and Seller may thereupon cancel the Borrowing Purchase Notice as to all Lenders Purchaser Groups 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 Conduit and such Conduit’s Committed LendersPurchasers in the related Purchaser Group ratably in accordance with their respective Pro Rata Shares. 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 to be deposited Funding Agent, for transfer 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 Purchaser Group’s Percentage of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests or (ii) in the case of a Conduit’s Committed LenderPurchaser, each such Committed LenderPurchaser’s Pro Rata Share of its Conduit Purchaser Group’s Percentage of the principal amount aggregate Purchase Price of the requested Advance. The Funding Agent shall remit Purchaser Interests being purchased by the Committed Purchasers in 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 Group.

Increases. Not later than 2:00 Seller shall provide the Agent and each Purchaser (based solely on contact information provided by the Agent), by 1:00 p.m. (New York City Eastern time) on the second (2nd) Business Day date of each Incremental Purchase, with prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the a form set forth as Exhibit II-A II hereto of such 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 the lesser of (i) $5,000,000 or a larger integral multiple 10,000,0005,000,000 and (ii) the unused portion of $100,000the Purchase Limit on the applicable purchase date) 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. Upon Following its receipt of a Borrowing Purchase Notice, the Agent will notify each Company of such Purchase Notice no later than 2:00 p.m. (aEastern time) each Unaffiliated Committed Lender severally agrees on the date of such Incremental Purchase 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 AdvanceIncremental Purchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders Purchasers or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interests that 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 or other electronic transmission specifying (i) the date of such Incremental Purchase, (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. 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 the Companies and/or the Financial Institutions, as applicable, shall deposit, or cause the proceeds of its Loan comprising a portion of such Advance to be deposited deposited, to the Funding Agent Account, in immediately available funds, no later than 2:30 3:00 p.m. (New York City Eastern 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 shall remit such funds (to deposit the extent amounts received in the Funding Account) Agent Account pursuant to the Facility Account, immediately preceding sentence into an account designated by the Seller (which may be designated by standing instructions) by no later than 4:00 p.m. (New York City timeEastern Time) on the date of such dateIncremental Purchase. The Agent and each Purchaser acknowledge that Seller may designate an account of Originator for the deposit of any such Incremental Purchase for the purpose of satisfying Seller’s purchase price obligations under the Receivables Sale Agreement. 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 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 date 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. If any Purchaser shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereunder and if Agent has made available to Seller such amount, then each such Purchaser shall be obligated to immediately remit such amount to Agent, together with interest at the Alternative Base Rate plus 2.00% for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Purchaser with respect to amounts owing under this Section 1.2 shall be conclusive, absent manifest error. FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT under FATCA or to determine the amount to deduct and withhold from such payment. In the event that a Purchaser does not deliver to the Seller Parties and the Agent the documentation prescribed by applicable law or reasonably requested by the Seller Parties or the Agent, as required under this Section 2.9, the Seller Parties and the Agent shall be authorized to deduct from payments to be made to such Purchaser amounts representing taxes payable by such Purchaser under FATCA, as determined in the sole discretion of the Seller Parties or the Agent, and to remit such amounts to the applicable governmental authorities. For purposes of this Section 2.9, “FATCA” shall include any amendments made to FATCA after the date of 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. (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's revised Commitment Percentage.

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 shall provide the Funding Agent Co-Agents with written at least one (1) Business Day’s prior notice of each Advance in the a form set forth as Exhibit IIII hereto of each Advance, provided such notice is received by each Co-A hereto Agent no later than 12:00 noon on such Business Day (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 Group or a larger integral multiple of $100,000) and 100,000 per Group), 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 which Borrower has been notified by the applicable Co-Agent will be funded by the applicable Group’s 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 Group’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 will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersNotice. 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 applicable Conduit’s Liquidity Banks, as applicable, shall make the proceeds of its Loan comprising a portion such Group’s Percentage of such requested Advance available to be deposited its Group’s 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. 12:00 noon (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 Conduit such Liquidity Bank’s 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 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 date.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 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. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE 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 shall Seller will provide the Funding Falcon Agent and Fifth Third 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 Each Purchase Notice to the Co-Agents. Each Borrowing Notice shall will be subject to Section 6.2 hereof and, except as set forth below, shall will be irrevocable and shall will specify the requested increase in Aggregate Principal Purchase Price (which shall will not be less than $5,000,000 1,000,000 for the Falcon Group or a larger integral multiple less than $500,000 for the Fifth Third Group), the date of $100,000) and purchase and, solely in the Borrowing Date and case of an Incremental Purchase by the requested Interest Rate and Interest Period for any portion Falcon Group to be funded by any Committed Lenderthe Financial Institutions in the Falcon Group, the requested Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Falcon Agent will determine whether Falcon agrees to fund a Loan in an amount equal to make 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 Noticepurchase. If a Conduit Falcon declines to make its Percentage of a the proposed Advancepurchase (referred to herein as “Falcon Refusal”), Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders the Falcon Group or, in the absence of such a cancellation, the Advance Incremental Purchase of the Falcon Group’s Percentage of the Purchaser Interests will be made by the Financial Institutions, and, whether or not such cancellation occurs, the Incremental Purchase of the Fifth Third Group’s Percentage of the proposed purchase will be made by Fifth Third. Notwithstanding anything herein to the contrary, with respect to each Unaffiliated Committed LenderIncremental Purchase occurring after a Falcon Refusal, (unless another Falcon Refusal shall occur with respect to such Incremental Purchase) Falcon’s percentage of the proposed purchase shall be disproportionately higher for each other Conduit such purchase and Fifth Third’s percentage shall be disproportionably lower until such Conduittime as Falcon’s Committed LendersPercentage and Fifth Third’s Percentage are the same respective Percentages in effect on the date of this Agreement or in effect on the date of any amendment or modification to the definition of Percentage. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender (a) Falcon or the Financial Institutions, as applicable, will cause the proceeds of its Loan comprising a portion of such Advance to be deposited wire transfer 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 LenderFalcon, its the Falcon Group’s Percentage of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests the Falcon Group is then purchasing or (ii) in the case of a Conduit’s Committed LenderFinancial Institution in the Falcon Group, each such Committed LenderFinancial Institution’s Pro Rata Share of its Conduit the Falcon Group’s Percentage of aggregate Purchase Price of the Purchaser Interests the Financial Institutions in the Falcon Group are purchasing, and (b) Fifth Third will wire transfer to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to the Fifth Third Group’s Percentage of the principal amount aggregate Purchase Price of the requested AdvancePurchaser Interests the Fifth Third Group is then purchasing. The Funding Agent Notwithstanding the foregoing, there may not be more than two Incremental Purchases and/or Aggregate Reductions per week per Group, and all Incremental Purchases shall remit such funds (to be made ratably between the extent received Group’s in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateaccordance with their respective Percentages.

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 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 Co-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 other Conduit’s Group and if 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 other Conduit’s Group. If such other Conduit’s Group declines such an offer, Seller shall have until the 30th day after 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 Xxxxx’x 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 Liberty Street Agent shall remit such funds pay, on May 4, 2005, $40,000,000 (to the extent received in the Funding Account“Equalization Payment”) to the Facility AccountJupiter Agent at the following account: Acct title: Jupiter, no later than 4:00 p.m. Bank One, NA, ABA # 000000000, Acct # 0000000, SWIFT address: XXXXXX00XXX, Funding Contact: Xxxxxx Xxxxxxxx (New York City time000) 000-0000, Reference: Tenneco Automotive RSA, so that (after giving effect to such Equalization Payment and any funding by each Group of any Incremental Purchase to be made on May 4, 2005) each Group’s Percentage of the outstanding Aggregate Capital, after giving effect to any funding of such dateIncremental Purchase and the addition of the Liberty Street Group provided for herein, equals the amount which would be such Group’s Percentage of the outstanding Aggregate Capital if all Groups (including the Liberty Street Group) funded their respective Group’s Percentage of all Incremental Purchases on or prior to May 4, 2005 (after giving to all payments in respect of the Aggregate Capital outstanding on or prior to May 4, 2005).

Increases. Not later than 2:00 4:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing (or, in the case of a borrowing that will include any LIBO Rate Loan, on the third (3rd) 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 2,000,000 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 the requested Interest Rate and Interest Period for any portion to be funded by any TD or the other Committed LenderLenders. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender TD 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 TD 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 LenderTD, 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 (Notwithstanding the foregoing, on the date of this Agreement, TD is hereby directed to make a Loan, the proceeds of which are wire-transferred directly to the extent received in the Funding Account) to the Facility Nieuw Amsterdam Agent’s Account, no later than 4:00 p.m. (New York City time) on in an amount sufficient to reduce the aggregate outstanding principal balance of Nieuw Amsterdam’s Loans to its Percentage of the Aggregate Principal, and Nieuw Amsterdam is hereby directed to apply such dateproceeds to reduction of the outstanding principal of its Loans.

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 $100,000,000, 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 shall provide the Funding Agent Co-Agents with written at least one (1) Business Day's prior notice of each Advance in the a form set forth as Exhibit IIII hereto of each Advance, provided such notice is received by each Co-A hereto Agent no later than 12:00 noon on such Business Day (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 Group or a larger integral multiple of $100,000) and 100,000 per Group), 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 which Borrower has been notified by the applicable Co-Agent will be funded by the applicable Group's 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 Group'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 will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersNotice. 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 applicable Conduit's Liquidity Banks, as applicable, shall make the proceeds of its Loan comprising a portion such Group's Percentage of such requested Advance available to be deposited its Group's 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. 12:00 noon (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 Lender's Liquidity Bank, each such Committed Lender’s Liquidity Bank's Pro Rata Share of its Conduit such Liquidity Bank's Group’s '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. 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.