Common use of Increases Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Increases. Not later than 2:00 p.m. (New York City timei) [Reserved]. (ii) The Borrower may, on the second (2nd) any Business Day prior to a proposed borrowingthe Commitment Termination Date, Borrower shall provide upon written notice given to the Administrative Agent and each of the Funding Agent with written notice of each Advance in Agents, request that the form set forth as Exhibit II-A hereto Commitments be increased (each, a “Borrowing NoticeCommitment Increase”). Each Commitment Increase shall be effective on or before the date specified in the related notice to the Administrative Agent and each of the Funding Agents (each such date, a “Commitment Increase Date”) so long as the conditions set forth in Section 3.5 are satisfied. (1) The Borrower shall promptly notify each of the Administrative Agent and the Lenders and one or more Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) as are identified by the Borrower to receive the invitation to participate in the requested Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Commitment Increase Date and (iii) the date by which such Lenders or Assuming Lenders wishing to participate in the Commitment Increase must commit to increase the amount of their respective Commitments or to establish their respective Commitments (which such date shall be no earlier than thirty (30) days following delivery of such notice), as the case may be (the “Commitment Date”); provided, however, that the Commitment Increase shall be in an amount of $50,000,000 or more. Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Borrower and the Administrative Agent on or prior to the date described in clause (iii) of the immediately preceding sentence of the amount by which it is willing to increase its Commitment. The requested Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent; provided, that each Lender described in clause (i) of the definition of Super-Majority Lenders shall have the right to participate in each Commitment Increase in an amount sufficient to allow it to remain such a Super-Majority Lender after giving effect to such Commitment Increase. Notwithstanding the foregoing, prior to accepting the offer of any other financial institutions or banks not party hereto to participate in a Commitment Increase, the Borrower agrees to first give existing Lenders ten (10) Business Days to express interest in participating in the requested Commitment Increase and an additional twenty (20) Business Days from the expression of interest to confirm internal credit approval. [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (2) On each Commitment Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Commitment Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to Section 2.6(B)(ii)(1) as of such Commitment Increase Date); provided, that each Increasing Lender and Assuming Lender shall have received payment of any, fees including upfront fees associated with the Commitment Increase and the Administrative Agent shall have received on or before such Commitment Increase Date the following, each dated such date: (a) a consent of the Borrower Subsidiaries; (b) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (c) written notice to the Borrower and the Administrative Agent from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. (iii) On each Commitment Increase Date, upon fulfillment of the conditions set forth in Section 2.6(B)(ii), the Administrative Agent shall notify the Funding Agents and the Lenders (including each Assuming Lender) and the Borrower of the occurrence of such Commitment Increase Date, and each related 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, record in the absence of such a cancellation, Register the Advance will be made by relevant information with respect to each Unaffiliated Committed Lender, Increasing Lender and 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 Assuming 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. [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.

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

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

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

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

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

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

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

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

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

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

Increases. Not later than 2:00 p.m. (New York City time) on 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 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 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 If, on any Business Day prior to the Facility Termination Date, there is Investment Availability, the Seller (or the Servicer, on the Seller’s behalf) may, if desired, request an Incremental Purchase in accordance with this Section 1.2. The Seller (or the Servicer, on the Seller’s behalf) shall provide each Purchaser with a Purchase Notice by 1:00 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-AgentsIncremental Purchase. Each Borrowing Purchase Notice shall be subject to Section 6.2 4.2 hereof andand shall (a) be prepared in accordance with the most recent Settlement Report, except as set forth below, shall (b) be irrevocable and shall (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) 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 of the proceeds Purchasers shall initiate a wire transfer to the Administrative Agent’s Account, in immediately available funds no later than 12:00 noon (New York City time), in an amount equal to such Purchaser’s Percentage of its Loan comprising a portion the Purchase Price of the Ownership Interest then being purchased as set forth in the Purchase Notice, and promptly upon the Administrative Agent’s receipt of such Advance to be deposited wire transfers, the Administrative Agent shall initiate a wire transfer to the Funding AccountFacility Account (or to such other account as may be specified in the applicable Purchase Notice, in immediately available funds, no later than 2:30 1:00 p.m. (New York City time), in an amount equal to the aggregate amount of the wires received; provided, however, that the failure to satisfy the conditions precedent set forth in Article IV shall not preclude an Incremental Purchase to the extent the proceeds thereof will be used to refinance outstanding Reimbursement Obligations; and provided further that: (i) if, in the case respect of a Conduit or any Incremental Purchase, any Purchaser fails to deliver immediately available funds in 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 equal to 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 Ownership Interest then being purchased as set forth in the Purchase Notice (a “Funding Account) Failure”), the Administrative Agent may, but shall not be required to, initiate a wire transfer of the entire requested Purchase Price to the Facility Account, no Account or as otherwise specified in the applicable Purchase Notice not later than 4:00 1:00 p.m. (New York City time) in anticipation of receiving each Purchaser’s Percentage thereof before the close of business on the Purchase Date; and (ii) if, in respect of any Incremental Purchase, a Funding Failure has occurred and the Administrative Agent elects to initiate a wire transfer of the entire requested Purchase Price as specified in clause (i) above, in the event any Purchaser that has caused a Funding Failure fails to wire transfer to the Administrative Agent such Purchaser’s Percentage of the requested Purchase Price before the close of business on the Purchase Date, (A) such Purchaser agrees to promptly pay to the Administrative Agent following demand therefor its Percentage of the requested Purchase Price, (B) the Administrative Agent shall be entitled to retain the defaulting Purchaser’s Percentage of payments of accrued Yield on account of the amount of such defaulting Purchaser’s Percentage of the requested Purchase Price that was funded on such datePurchaser’s behalf by the Administrative Agent until the defaulting Purchaser has paid its Percentage of the requested Purchase Price to the Administrative Agent in full, and (C) WFB’s share of any unused fees under the Fee Letter shall be adjusted to shift any reduction in such unused fees arising from the amount of such defaulting Purchaser’s Percentage of the requested Purchase Price that was funded on such Purchaser’s behalf by the Administrative Agent to be borne by such defaulting Purchaser; provided that, for the avoidance of doubt, (x) the aggregate amount of unused fees payable by the Seller under the Fee Letter shall not be affected by any term of provision of this Section 1.2, (y) the Administrative Agent shall have sole authority and be solely responsible for giving effect to any adjustment to the allocation of unused fees described above, and (z) any Purchaser that has caused a Funding Failure shall have no claim or recourse against the Seller in respect of any adjustment so effected by the Administrative Agent.

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 and each Managing Agent with written at least two Business Days prior notice of each Advance in the form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple of $100,0001,000,000) and date of purchase (which, in the Borrowing Date and case of any Incremental Purchase, shall be limited to once per calendar week) and, in the requested Interest Rate and Interest Period for any portion case of an Incremental Purchase to be funded by any Committed Lender. Upon the Financial Institutions, the requested Discount Rate and Tranche Period. (b) Following receipt of a Borrowing Purchase Notice, (a) the Managing Agent of each Unaffiliated Committed Lender severally agrees to fund Purchaser Group that includes 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 will determine whether the Conduit in its Conduit will fund a Loan in an amount equal Purchaser Group declines to its Conduit make the purchase of such Purchaser Group’s Percentage Pro Rata Share of the requested Advance specified in such Borrowing NoticeIncremental Purchase. If a any such Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower may cancel the Borrowing Notice as to all Lenders or, in Managing Agent for the absence related Purchaser Group shall notify Seller of such a cancellation, cancellation and the Advance declining Conduit’s Purchaser 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 LendersPurchaser Group ratably based on their respective Commitments. If there is no Conduit in any Purchaser Group, such Purchaser Group’s Pro Rata Share of the requested Incremental Purchase will be made by the Financial Institutions in such Purchaser 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 and/or the proceeds of its Loan comprising a portion of such Advance to be deposited Financial Institutions in the respective Purchaser Groups, as applicable, shall make available to the Funding AccountSeller, 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 Purchaser 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 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 applicable 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. Seller shall provide each Managing Agent --------- with at least one (New York City time) on the second (2nd1) Business Day Day's prior to notice in a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A ------- II hereto of each Incremental Purchase (eachcollectively, a “Borrowing "Purchase Notice”"). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. -- --------------- Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set ----------- forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 3,000,000 in the aggregate for all Purchasers, and not less than $1,000,000 for each Purchase Group), date of $100,000) purchase, and in the Borrowing Date and the requested Interest Rate and Interest Period for case of any portion Incremental Purchase to be funded by any Committed Lenderthe Financial Institutions, the type of Discount Rate and Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally Managing Agent will determine whether the Conduit in its Purchase Group agrees to fund a Loan in an amount equal to its Percentage of make the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a any Conduit declines to make its Percentage of a proposed Advancepurchase, Borrower its Managing Agent shall promptly notify the Collateral Agent and the Seller and the Seller may cancel the Borrowing Purchase Notice as to all Lenders in its entirety or, in the absence of such a cancellation, the Advance Incremental Purchase of the Purchaser Interest will be made by each Unaffiliated Committed Lender, each other Conduit and the Financial Institutions in such Conduit’s Committed Lenders's Purchase Group. Each Incremental Purchase to be made hereunder shall be made ratably among the Purchase Groups in accordance with their Group Purchase Limits. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each Conduit or the applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited ---------- Financial Institutions, as applicable, shall make available to the Funding Accountrelated Managing Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page of the Joinder Agreement pursuant to which it became a party hereto), for deposit to such account as the Seller designates from time to time, in immediately available funds, no later than 2:30 p.m. 12:00 noon (New York City Chicago time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed LenderConduit, its Percentage such Conduit's Pro Rata Share of the principal amount aggregate Purchase Price of the requested Advance Purchaser Interests then being purchased or (ii) in the case of a Conduit’s Committed LenderFinancial Institution, each such Committed Lender’s Financial Institution's Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such datePurchaser Interests then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent 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. Seller shall provide each of the Agents with at least one (New York City time) on the second (2nd1) Business Day Day’s prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall , and each of the Agents will promptly provide forward a copy of each such Borrowing Purchase Notice to the Co-AgentsPurchasers in its Purchaser Group. 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 the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lenderdate of 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-▇▇▇▇▇▇▇▇ Group Agent shall determine whether its Conduit will fund a Loan in an amount equal ▇▇▇▇▇▇▇▇ agrees to its Conduit make the ▇▇▇▇▇▇▇▇ Group’s Percentage of the requested Advance specified in such Borrowing Noticepurchase. If a Conduit ▇▇▇▇▇▇▇▇ declines to make its the ▇▇▇▇▇▇▇▇ Group’s Percentage of a proposed Advancepurchase, Borrower Seller may cancel the Borrowing Purchase Notice as to all Lenders or, in Purchaser Groups. In the absence of such a cancellation, the Advance will ▇▇▇▇▇▇▇▇ Group Agent shall notify the Liquidity Banks of its receipt of such Purchase Notice and of ▇▇▇▇▇▇▇▇’▇ declining to make the ▇▇▇▇▇▇▇▇ Group’s Percentage of such purchase, and the Incremental Purchase of the ▇▇▇▇▇▇▇▇ Group’s Purchaser Interest shall be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed LendersLiquidity Banks in accordance with their Pro Rata Shares. On the date of each AdvanceIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each the applicable Lender will cause the proceeds of its Loan comprising Purchasers shall initiate a portion of such Advance to be deposited wire transfer to the Funding Account, in Facility Account of immediately available funds, no later than 2:30 1:00 p.m. (New York City time), in an amount equal to (i) in the case of ▇▇▇▇▇▇▇▇ or a Conduit or an Unaffiliated Committed LenderPurchaser (other than a Liquidity Bank), its Purchaser Group’s Percentage of the principal amount of the requested Advance aggregate Purchase Price, or (ii) in the case of a Conduit’s Committed LenderLiquidity Bank, each such Committed LenderLiquidity Bank’s Pro Rata Share of its Conduit the ▇▇▇▇▇▇▇▇ 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 dateaggregate Purchase Price.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall 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. (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 Purchaser Interests being purchased by the Committed Purchasers in such Purchaser Group. (b) Notwithstanding the foregoing, on the date hereof, Three Pillars Funding Agent LLC shall remit pay to Falcon Asset Securitization Company LLC, by wire transfer of immediately available funds to JPMorgan to Account Number [ ], Account Name: Falcon Asset Sec LLC, [ ], an amount equal to $33,333,333.33, so that, after giving effect to such funds (payment and the addition of the Purchaser Group for which SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. acts as Funding Agent, the funding by the Purchaser Groups of any Incremental Purchase to be made on the date hereof and any reduction to the extent received in Aggregate Capital on the Funding Account) to date hereof, each Purchaser Group shall have funded its respective Percentage of the Facility Account, no later than 4:00 p.m. (New York City time) Aggregate Capital on such datethe date hereof.

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. (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 the CL Company or 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 of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed LenderCompany’s Pro Rata Share of its Conduit Group’s Percentage the aggregate Purchase Price of the principal amount Purchaser Interests 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.Incremental Purchase or

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

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 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 10,000,000 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 Receiavables 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.

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”). 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 LendersLiquidity Banks. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each the applicable Lender will cause Conduit or the Conduit’s Liquidity Banks, as applicable, shall make the proceeds of its Loan comprising a portion such Conduit Group’s Percentage of such requested Advance available to be deposited its Co-Agent in immediately available funds on the proposed date of borrowing. Upon receipt by a Co-Agent of such Loan proceeds, such Co-Agent shall deposit to the Funding Facility Account, in immediately available funds, no later than 2:30 3:00 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 LenderLiquidity Bank, each such Committed LenderLiquidity Bank’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. Seller (or Servicer, on Seller’s behalf) shall provide Wachovia and the Scotiabank Group Agent with notice of each Incremental Purchase by 12:00 noon (New York City time) on the second one (2nd1) Business Day prior to each 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 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 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 Wachovia and the Scotiabank Committed LenderPurchasers, the requested Discount Rate and, in the case of Scotiabank Committed Purchasers, the requested Tranche Period. Upon Following receipt of a Borrowing Purchase Notice, (a) each Unaffiliated Committed Lender severally the Scotiabank 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 Scotiabank 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 Scotiabank Committed LenderPurchasers. 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 Scotiabank Committed Purchasers, as applicable, and Wachovia 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 Conduit, its Percentage of the principal amount Purchase Price of the requested Advance or Receivables Interest then being purchased, (ii) in the case of a ConduitScotiabank Committed Purchaser, such Scotiabank Committed Purchaser’s Committed Lender, each such Committed Lender’s Pro Rata Ratable Share of its Conduit the Scotiabank Group’s Percentage of the principal amount Receivables Interest then being purchased and (iii) in the case of Wachovia, its Percentage of the requested Advance. The Funding Agent shall remit such funds (to Purchase Price of the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateReceivables Interest then being purchased.

Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower Seller shall provide the Funding Agent and each Purchaser Agent with written at least two Business Days’ prior notice of each Advance in the a form set forth as Exhibit II-A II hereto of each Incremental Purchase (each, a “Borrowing Purchase Notice”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and irrevocable, shall specify the requested increase in Aggregate Principal Purchase Price (which shall not be less than $5,000,000 or a larger integral multiple 10,000,000 and in additional increments of $100,000) and date of purchase (which, in the Borrowing Date and case of any Incremental Purchase (after the requested Interest Rate and Interest Period for any portion initial Incremental Purchase hereunder), shall only be on a Settlement Date) and, in the case of an Incremental Purchase to be funded by any Committed Lenderof the Financial Institutions, the requested Discount Rate and 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 purchase specified in such Purchase Notice). Upon Following receipt of a Borrowing Purchase Notice, (a) the Agent will promptly notify the Bank One 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) the 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 Incremental Purchase of the Purchaser Interest, which such Conduit has declined to purchase, will be made by each Unaffiliated Committed Lender, each other Conduit and such declining 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 (iRelated Financial Institution(s) in accordance with the case rest 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.this

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

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

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

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

Increases. Not later than 2:00 p.m. (New York City timei) The Borrower may, on the second (2nd) any Business Day prior to a proposed borrowingAugust 16, Borrower shall provide 2024, upon written notice given to the Administrative Agent and each of the Funding Agent with written notice of each Advance in Agents, request that the form set forth as Exhibit II-A hereto Commitments be increased (each, a the “Borrowing Notice2024 Commitment Increase”). The 2024 Commitment Increase shall be effective on or before the date specified in the notice to the Administrative Agent and each of the Funding Agent Agents (such date, the “2024 Commitment Increase Date”) so long as the conditions set forth in Section 3.5 are satisfied. (1) The Borrower shall promptly provide notify each of the Administrative Agent and the Lenders and one or more Eligible Assignees (each such Borrowing Notice Eligible Assignee, a “2024 Assuming Lender”) as are identified by the Borrower to receive the Co-Agents. Each Borrowing Notice invitation to participate in the requested 2024 Commitment Increase, which notice shall include (i) the proposed amount of such requested 2024 Commitment Increase, (ii) the proposed 2024 Commitment Increase Date and (iii) the date by which such Lenders or 2024 Assuming Lenders wishing to participate in the 2024 Commitment Increase must commit to increase the amount of their respective Commitments or to establish their respective Commitments (which such date shall be subject to Section 6.2 hereof andno earlier than fifteen (15) days following delivery of such notice), except as set forth belowthe case may be (the “2024 Commitment Date”); provided, however, that the 2024 Commitment Increase shall be irrevocable in an amount of $50,000,000 or more and shall specify not (2) On the requested increase in Aggregate Principal (which 2024 Commitment Increase Date, each 2024 Assuming Lender shall not be less than $5,000,000 or become a larger integral multiple Lender party to this Agreement as of $100,000) and the Borrowing 2024 Commitment Increase Date and the Commitment of each 2024 Increasing Lender for such requested Interest Rate 2024 Commitment Increase shall be so increased by such amount (or by the amount allocated to such 2024 Increasing Lender pursuant to Section 2.6(B)(i)(1) as of the 2024 Commitment Increase Date); provided, that each 2024 Increasing Lender and Interest Period for any portion to be funded by any Committed Lender. Upon receipt 2024 Assuming Lender shall have received payment of a Borrowing Noticeany, fees including upfront fees associated with the 2024 Commitment Increase and the Administrative Agent shall have received on or before the 2024 Commitment Increase Date the following, each dated such date: (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage consent of the requested Advance specified in such Borrowing Notice, and Borrower Subsidiaries; (b) an assumption agreement from 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 Advance2024 Assuming Lender, Borrower may cancel the Borrowing Notice as to all Lenders orif any, in form and substance satisfactory to the absence of Borrower and the Administrative Agent (each a “2024 Assumption Agreement”), duly executed by such a cancellation2024 Assuming Lender, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit Administrative Agent 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.Borrower; and

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

Increases. Not later than 2:00 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. 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 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 The Borrower: (i) may by giving prior notice to the Facility Agent and the Collateral Administrator by no later than the date falling 10 Business Days after the effective date of a cancellation of the Commitments of a Senior Lender severally agrees in accordance with: (A) Clause 8.1 (Illegality); or (B) paragraph (a) of Clause 8.4 (Right of replacement or repayment and cancellation in relation to fund a Loan single Senior Lender), request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount equal in the Base Currency of up to its Percentage the amount of the requested Advance Commitments so cancelled; and (ii) may by giving prior notice to the Facility Agent, the Collateral Administrator and the Lead Bank on one or more (but no more than five (5), or as otherwise agreed between the Lead Bank and the Borrower) occasions during the Investment Period irrevocably request that the Total Commitment be increased to an amount not exceeding $400,000,000. in either case, subject to the following: (A) the increase in Commitments will be first offered to the Senior Lenders on a pro rata basis to their existing Commitments for a period of 10 Business Days. If any Senior Lender does not confirm its willingness to assume some or all of its offered increase in commitments (an “Unallocated Increase Amount”) during such period, those Senior Lenders that have confirmed their willingness to assume all (but not some only) of their own offered increase shall be entitled to assume such Unallocated Increase Amount pro rata to their existing Commitments during a period of a further 3 Business Days and, if any part of the Unallocated Increase Amount has not been accepted (the “Further Unallocated Increase Amount”), any Senior Lender that confirmed its willingness to assume all (but not some only) of its pro rata share of the Unallocated Increase Amount may accept all or part of the Further Unallocated Increase Amount (with priority determined by order of the time at which such acceptance is communicated to the Facility Agent, with the earliest acceptance taking priority); (B) the increased Commitments will be assumed by any Senior Lender that accepted any increase in the Commitments pursuant to (A) above and, to the extent any Further Unallocated Increase Amount was not accepted by any Senior Lender, by any Eligible Institutions located by the Borrower and consented to by the Lead Bank (each an “Increase Senior Lender”) each of which confirms in writing (in the relevant Increase Confirmation) its willingness to assume and does assume all the obligations of a Senior Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Senior Lender in respect of those Commitments; (C) each of the Borrower and any Increase Senior Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Senior Lender would have assumed and/or acquired had the Increase Senior Lender been an Original Senior Lender in respect of that part of the increased Commitments which it is to assume; (D) each Increase Senior Lender shall become a Party as a “Senior Lender” and any Increase Senior Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Senior Lender and those Finance Parties would have assumed and/or acquired had the Increase Senior Lender been an Original Senior Lender in respect of that part of the increased Commitments which it is to assume; (E) the Commitments of the other Senior Lenders shall continue in full force and effect; and (F) any increase in the Commitments shall take effect on the date specified by the Borrower in such Borrowing Notice, and the notice referred to above or any later date on which the Facility Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Senior Lender. (b) each Co-The Facility Agent shall determine whether its Conduit will fund shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a Loan in an amount equal to its Conduit Group’s Percentage duly completed Increase Confirmation acknowledged by the Borrower and the Lead Bank, execute that Increase Confirmation. The acknowledgement of the requested Advance specified Increase Confirmation by the Borrower shall constitute a representation that the Increase Confirmation complies with the terms of this Agreement and is delivered in such Borrowing Notice. If a Conduit declines accordance herewith. (c) Each Increase Senior Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to make execute on its Percentage behalf any amendment or waiver that has been approved by or on behalf of a proposed Advancethe requisite Senior Lender or Senior Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Senior Lender. (d) The Borrower shall, Borrower may cancel pursuant to the Borrowing Notice as to Priorities of Payments, pay the Facility Agent the amount of all Lenders or, reasonable and documented out-of-pocket costs and expenses (including outside legal fees) properly incurred by it in connection with any increase in Commitments under this Clause 2.2. (e) None of the absence of such a cancellationFacility Agent, the Advance will Collateral Agent, the Collateral Administrator or any Senior Lender shall have any obligation to find an Increase Senior Lender and in no event shall any Senior Lender whose Commitment is replaced by an Increase Senior Lender be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction required to pay or surrender any of the applicable conditions precedent set forth in Article VI, each applicable fees received by such Senior Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited pursuant to the Funding Account, Finance Documents. (f) Clause 25.5 (Limitation of responsibility of Existing Senior Lenders) shall apply mutatis mutandis in immediately available funds, no later than 2:30 p.m. (New York City time), this Clause 2.2 in relation to an amount equal to (i) Increase Senior Lender as if references 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.that Clause to:

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 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 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 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.

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

Increases. Not later than 2:00 p.m. Each Incremental Purchase hereunder shall be made at the written request of the Seller (New York City timeor Servicer, on Seller’s behalf) on the second (2nd) 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 (each, a “Borrowing Purchase Notice”). The Funding ; provided that, at any time when PNC (or an Affiliate thereof) is the Administrative Agent and the Seller has entered into a PINACLE Agreement, then any request for an Incremental Purchase made by the Seller (or Servicer, on Seller’s behalf) using PINACLE shall promptly provide each such Borrowing Notice to the Co-Agentsconstitute a Purchase Notice. Each Borrowing Purchase Notice (1) shall be subject made by Seller (or Servicer, on Seller’s behalf) no later than (x) in the case of a Purchase Notice made pursuant to Section 6.2 hereof andPINACLE, except as set forth below12:00 p.m. New York City time on the proposed date of such Incremental Purchase, or (y) in the case of any other Purchase Notice, 12:00 p.m. New York City time on the proposed date of such Incremental Purchase; DOCVARIABLE ndGeneratedStamp 4903-9776-6838, v.1 provided that any Purchase Notice made after such applicable time shall be irrevocable deemed to have been made on the following Business Day, and (2) shall specify (i) the amount of the Incremental Purchase requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger 3,000,000 and shall be an integral multiple of $100,000), (ii) other than for a Purchase Notice made pursuant to PINACLE, the allocation of such amount among the Purchasers, which shall be ratable based on the Commitments, (iii) the account to which the proceeds of such Incremental Purchase shall be distributed, (iv) the date such requested Incremental Purchase is to be made, which shall be a Business Day and the Borrowing Date and (v) the requested Interest Discount Rate and Interest Period for any portion Tranche Period. Each Purchase Notice shall be subject 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 LendersSection 6.2 hereof. On the date of each AdvanceIncremental Purchase, each Purchaser shall, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited VI and pursuant to the Funding Accountother conditions set forth herein, remit to the Administrative Agent, in immediately available funds, no later than 2:30 p.m. (New York City time)same day funds to the account specified by the Administrative Agent for such purpose, an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount Purchase Price of the requested Advance or (ii) in Purchaser Interest then being purchased, such that the case Administrative Agent is able to, and the Administrative Agent shall, to the extent the Purchasers have made funds available to it for such purposes and subject to Article VI and the other conditions set forth herein, fund such Incremental Purchase to the Seller on the date of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall Incremental Purchase; provided that if any Purchaser fails to remit such funds (to the extent received Administrative Agent in a timely manner, the Funding Account) Administrative Agent may elect in its sole discretion to fund with its own funds such Purchaser’s portion of such Incremental Purchase on the date thereof, and such Purchaser shall be subject to the Facility Account, no later than 4:00 p.m. (New York City time) on such daterepayment obligation in Section 2.8(a).

Increases. Not (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Final Purchase Expiration Date but not more frequently than twice per month (unless the Administrator and the Funding Agent otherwise consent in their sole discretion) upon receipt by the Administrator and the Funding Agent of a Notice of Increase, the Administrator, on behalf of Three Pillars, and the Funding Agent, on behalf of PARCO or the Committed Purchaser, as the case may be, shall make Increases as provided in Section 2.3(c); provided, however, that neither of Three Pillars nor the Committed Purchaser shall be required to fund any Increase if, after giving effect thereto, its Note Principal would exceed the Maximum Principal Amount; and provided, further, that neither of Three Pillars nor the Committed Purchaser shall be required to fund any Increase if, after giving effect thereto, its Note Principal would exceed its Commitment. Notwithstanding anything contained in the Transaction Documents, any portion of an Increase funded after the Tranche B Purchase Expiration Date allocated to a Term Institution's Tranche B Commitment shall be funded by withdrawing such Term Institution's pro rata share of such Increase from such Term Institution's Term Account (a "Term Increase"). (b) Each Increase hereunder shall be subject to the further conditions precedent that: (i) The Administrator and the Funding Agent will have received copies of each of the monthly noteholders' statement, the form of which is attached as Exhibit B to the Series Supplement (the "Monthly Noteholders' Statement"), in each case, most recently required to have been delivered under the Indenture; (ii) Each of the representations and warranties of each of the Seller, the Servicer and the Issuer made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time); (iii) The Issuer, the Servicer and the Seller shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents; (iv) No Pay Out Event, Potential Pay Out Event, Default, Event of Default, Servicer Default or Block Event shall have occurred and be continuing; (v) The Final Purchase Expiration Date shall not have occurred; and (vi) The Administrator and the Funding Agent shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 12:00 p.m. (New York City time) on the second one (2nd1) Business Day prior to a the proposed borrowingdate of such Increase. (c) Three Pillars shall make its related pro rata portion of the proceeds of such requested Increase available to the Administrator at its office in Atlanta, Borrower shall provide Georgia, and PARCO or the Committed Purchaser, as applicable may make its related pro rata portion of the proceeds of such requested Increase available to the Funding Agent with written notice at its office in New York, New York, in same day funds on the Increase Date, and if PARCO does not make available its full pro rata portion of each Advance in such Increase Amount, the form set forth as Exhibit II-A hereto (each, Committed Purchaser shall make any portion constituting a “Borrowing Notice”). The Funding Agent shall promptly provide each such Borrowing Notice shortfall so available to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed LenderFunding Agent. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of by Administrator and the requested Advance specified in such Borrowing Notice, and (b) each Co-Funding Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellationfunds, the Advance Administrator and the Funding Agent will make such funds available to Issuer not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be made specified by each Unaffiliated Committed Lender, each other Conduit the Issuer in a notice to the Administrator and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable Funding Agent. (d) All conditions precedent set forth in Article VISection 3.1 of the Series Supplement, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Accountextent applicable, in immediately available fundsshall have been satisfied at such time. Each "Increase" with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer; provided, no later than 2:30 p.m. (New York City time), an amount equal to that (i) the Issuer shall not (unless necessary in order to comply with the case requirements of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or clause (ii) in of this paragraph) disproportionately allocate Increases to the case same VFN Series for two or more consecutive Increases and (ii) shall at all times use its reasonable best efforts to allocate Increases to the respective VFN Series so that the aggregate of a Conduit’s Committed Lender, the "Aggregate Purchaser Funded Amounts" under (and as defined in) each VFN Series is at all times ratably allocated among each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit VFN Series according to their respective "Maximum Principal Amount" (as defined in each such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such dateVFN Series).

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

Increases. Not later than 2:00 p.m. (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.