Common use of Incremental Purchases Clause in Contracts

Incremental Purchases. The Seller shall provide the Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested Purchase Price, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The Seller (or Servicer on Seller's behalf) shall provide the Agent an irrevocable written request with at least two (2) Business Days' prior notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two Business Days before ). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000) and date of purchase (the "Purchase Date") of such Purchasewhich, in the case of any Incremental Purchase (after the initial Incremental Purchase hereunder), shall only be on a Purchase by the ConduitSettlement Date) and, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each an Incremental Purchase to be funded by the Committed Purchasers that is to accrue Yield at Financial Institutions, the LIBO requested Discount Rate and (iii) 10:00 a.m. (Chicago time) on Tranche Period. Following receipt of a Purchase Notice, the Agent will determine whether Conduit agrees to make the purchase. If Conduit declines to make a proposed purchase, Agent shall provide Seller notice thereof, and Seller may then cancel the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, Notice or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interest will be made by the Financial Institutions. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Section 6.2 (but for the initial Incremental Purchase, all of Article VI), each of the foregoing cases, such later time or day as the Conduit or the Committed PurchasersFinancial Institutions, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested Purchase Price, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall wire-transfer to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determinesFacility Account, in its sole discretionimmediately available funds, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago time), an amount equal to (i) on in the case of Conduit, the aggregate Purchase Date Price of the Purchaser Interests Conduit is then purchasing or (which, ii) in the case of a Purchase that is to accrue Yield at the LIBO RateFinancial Institution, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the AgentFinancial Institution's Account. No Incremental Purchase shall be made if after giving effect to the payment Pro Rata Share of the aggregate Purchase Price, Price of the Aggregate Invested Amount would exceed Purchaser Interests the Purchase Limit or the aggregate Receivables Interest would exceed 100%Financial Institutions are then purchasing.

Incremental Purchases. The Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of 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 irrevocable Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written request notice in a form set forth as Exhibit II II-A hereto of each Incremental Purchase (each, a "“Purchase Notice") by ”); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (i) other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (Chicago New York time). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) two Business Days before the aggregate requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (the "Purchase Date"b) of such Purchase, in the case of a an Incremental Purchase to be funded by the ConduitCommitted Purchasers, the requested Interest Rate and (iic) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each an Incremental Purchase to be funded by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase Tranche Funded Commercial Paper or by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicablethe Tranche Period. Following receipt of a Purchase Notice, shall agree. Each such notice shall specify each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. In the event that a Purchase Date (which must be a Business Day) and Group has more than one Conduit Purchaser, the requested related Managing Agent may allocate the related Purchase Price, which must be Group Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount)its sole discretion. If the Conduit determinesPurchasers in any Commercial Paper Purchase Group decline to participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in its sole discretionthe absence of such a cancellation, to make all or any portion the applicable Purchase Group Share of the requested PurchaseIncremental Purchase shall be made by the related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental 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 Conduit applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determinesaccount specified by Seller, in its sole discretion, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago New York time) on the Purchase Date (which), in the case of a an aggregate amount equal to such Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Group’s Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment Group Share of the Purchase Price, Price for such Incremental Purchase. In no event shall the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%Purchasers be obligated to make more than fifteen (15) Incremental Purchases requested by Seller during any calendar month.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "“Purchase Date"”) of such Purchase, in the case of a each Purchase by the ConduitAmsterdam, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the LIBO Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, Amsterdam shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof 500,000 (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Amsterdam determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Amsterdam shall transfer to the Agent's ’s Account the Purchase Price Amount (or portion thereof) on the requested Purchase Date. If the Conduit Amsterdam determines, in its sole discretion, not to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price Amount not funded by the Conduit Amsterdam into the Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield Discount at the LIBO Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's ’s Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the requested date (the "PURCHASE DATE") of such Purchase, in the case of each Purchase by an Uncommitted Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the LIBOR Rate and (ii) 10:00 a.m. (Chicago time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the a Conduit or the Committed Purchasers, as applicable, Purchaser shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested Purchase Priceamount (the "PURCHASE Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, in the case of an Uncommitted Conduit Purchaser, such Uncommitted Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request (which such request may only be made on and after January 3, 2000) such Ratable Share of the Incremental Purchase be made by the Related Bank Purchasers of such Uncommitted Conduit Purchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the a Ratable Share of an Incremental Purchase is requested from an Uncommitted Conduit Purchaser and such Uncommitted Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Uncommitted Conduit Purchaser shall transfer to the Agent's Account the its Ratable Share of such Incremental Purchase Price by no later than 12:00 noon (or portion thereofChicago time) on the requested Purchase Date. If a Ratable Share of an Incremental Purchase is requested from a Committed Conduit Purchaser or the Conduit determinesRelated Bank Purchasers for a Purchaser Group (which such request of the Related Bank Purchasers may only be made on and after January 3, in its sole discretion2000), not subject to make all or any portion of a requested PurchaseSection 7.2 and the other terms and conditions hereof, each Committed Conduit Purchaser or the Related Bank Purchasers for a Purchaser Group shall transfer its the applicable Purchaser Group's Ratable Share of that portion of the requested Purchase Price not funded by Amount (and, in the Conduit case of each Related Bank Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase shall be made if after giving effect prior to the payment of the Purchase PriceJanuary 3, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%2000.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Incremental Purchase. If Amsterdam determines that it will not make the Conduit Incremental Purchase, it will give notice to the Agent two Business Days prior to the Purchase Date. The Agent will promptly give notice to the Seller of Amsterdam's election not to fund, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If Amsterdam determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Amsterdam shall transfer to the Agent's Account the Purchase Price Amount (or portion thereof) on the requested Purchase Date. If the Conduit Amsterdam determines, in its sole discretion, not to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price Amount not funded by the Conduit Amsterdam into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield Discount at the LIBO Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the such Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the such Conduit determines, in its sole discretion, not Purchaser refuses to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Related Bank Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon 11:00 a.m. (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three Business Days after such request is made to the Committed Related Bank Purchasers). The Each Purchaser Agent shall transfer to the Facility Seller Account prior to 1:00 p.m. on such day the proceeds of any Incremental Purchase delivered into to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account. No Incremental Purchase shall be made if after giving effect Account prior to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%11:00 a.m. on such day.

Incremental Purchases. The Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of 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 irrevocable Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written request notice in a form set forth as Exhibit II II‑A hereto of each Incremental Purchase (each, a "“Purchase Notice") by ”); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (i) other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (Chicago New York time). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) two Business Days before the aggregate requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (the "Purchase Date"b) of such Purchase, in the case of a an Incremental Purchase to be funded by the ConduitCommitted Purchasers, the requested Interest Rate and (iic) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each an Incremental Purchase to be funded by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase Tranche Funded Commercial Paper or by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicablethe Tranche Period. Following receipt of a Purchase Notice, shall agree. Each such notice shall specify each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. In the event that a Purchase Date (which must be a Business Day) and Group has more than one Conduit Purchaser, the requested related Managing Agent may allocate the related Purchase Price, which must be Group Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount)its sole discretion. If the Conduit determinesPurchasers in any Commercial Paper Purchase Group decline to participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in its sole discretionthe absence of such a cancellation, to make all or any portion the applicable Purchase Group Share of the requested PurchaseIncremental Purchase shall be made by the related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental 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 Conduit applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determinesaccount specified by Seller, in its sole discretion, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago New York time) on the Purchase Date (which), in the case of a an aggregate amount equal to such Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Group’s Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment Group Share of the Purchase Price, Price for such Incremental Purchase. In no event shall the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%Purchasers be obligated to make more than fifteen (15) Incremental Purchases requested by Seller during any calendar month.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice"including by telecopier or other facsimile communication) by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, substantially in the case form of a Purchase Exhibit A, by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in requested date (the case "PURCHASE DATE") of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Ratesuch Purchase, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested Purchase Priceamount (the "PURCHASE AMOUNT") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Amsterdam determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Amsterdam shall transfer to the Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not Amsterdam refuses to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Committed Purchasers three Business Days before such requested Purchase (which such request may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the Agent's Account by no later than 12:00 noon 11:00 a.m. (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Seller Account prior to 1:00 p.m. on such day the proceeds of any Incremental Purchase delivered into to the extent of funds actually received by the Agent in the Agent's AccountAccount prior to 11:00 a.m. on such day. No Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase shall be made if after giving effect prior to the payment of the Purchase PriceJanuary 3, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%2000.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice"including by telecopier or other facsimile communication) by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, substantially in the case form of a Purchase Exhibit A, by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date in the case Date”) of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Ratesuch Purchase, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless such Purchaser Group does not include a Conduit Purchaser or a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the Agent's Seller’s Account the its Ratable Share amount of such Incremental Purchase Price by no later than 12:00 noon (or portion thereofChicago time) on the requested Purchase Date. If the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit determines, in its sole discretion, not to make all or any portion of a Purchaser under the circumstances permitted herein three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share of that portion of the requested such Purchase Price not funded by the Conduit into the Agent's Seller’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three Business Days after such request is made to the Committed Related Bank Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Incremental Purchase in which case the Seller may request such Incremental Purchase from the Liquidity Providers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not Windmill refuses to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Liquidity Providers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser Liquidity Provider shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice"including by telecopier or other facsimile communication) by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, substantially in the case form of a Purchase Exhibit A, by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date in the case Date”) of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Ratesuch Purchase, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the Agent's Seller’s Account the its Ratable Share amount of such Incremental Purchase Price by no later than 12:00 noon (or portion thereofChicago time) on the requested Purchase Date. If the a Conduit determines, in its sole discretion, not Purchaser refuses to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share of that portion of the requested such Purchase Price not funded by the Conduit into the Agent's Seller’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three Business Days after such request is made to the Committed Related Bank Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 11:00 a.m. (Chicago Atlanta time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested Purchase Priceamount of such Purchase, which must be in a minimum amount of $1,000,000 500,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). If All Incremental Purchases may only be requested ratably from the Conduit determinesPurchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make all or any portion its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller shall request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the requested Purchase, the Conduit shall transfer to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Datecontents of such request. If the Ratable Share of an Incremental Purchase is requested from a Conduit determinesPurchaser, unless such Conduit Purchaser or its Purchaser Agent has notified the Agent, in accordance with this Section 1.1(c), that it has determined, in its sole discretion, not to make all or any portion of a the requested Purchase, such Conduit Purchaser shall transfer to the Seller's Account its Ratable Share amount of such Incremental Purchase by no later than 1:00 p.m. (Atlanta time) on the Purchase Date. If a Conduit Purchaser or its Purchaser Agent has notified the Agent that it refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed such Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group's Ratable Share of that portion of the requested such Purchase Price not funded by the Conduit into the AgentSeller's Account by no later than 12:00 noon 1:00 p.m. (Chicago Atlanta time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two one Business Days Day before the requested date (the "“Purchase Date") of such PurchasePurchase (each, in the case of a an “Incremental Purchase by the ConduitRequest"), (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the a Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the such Conduit determines, in its sole discretion, not Purchaser refuses to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Related Liquidity Providers one Business Day before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser Related Liquidity Provider shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three one Business Days Day after such request is made to the Committed PurchasersRelated Liquidity Providers). The Each Purchaser Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment extent of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%funds actually received by such Purchaser Agent prior to 12:00 noon on such day.

Incremental Purchases. The Seller shall provide (a) Subject to the Agent terms and conditions hereof, NSFC may from time to time on and after the Closing Date to but excluding the Termination Date at its option sell to the Buyers, and the Buyers agree to purchase (an irrevocable written request in a form set forth as Exhibit II hereto of each "Incremental Purchase (each, a "Purchase NoticePurchase") by (i) 10:00 a.m. (Chicago time) two Business Days before from NSFC for the requested date purchase price (the "Purchase DatePrice") of set forth in the Purchase Notice for such Incremental Purchase, undivided percentage ownership interests in each and every Receivable (including any additional Receivables thereafter purchased by NSFC through the close of business on the Final Purchase Date under the Purchase and Sale Agreement), together with the Related Security, Collections and other proceeds with respect thereto; provided that the Buyers shall have no obligation to make an Incremental Purchase for a Purchase Price in excess of the Available Commitment; provided further that no Incremental Purchases may be made during a Ratings Suspension Period. The Purchase Price for an Incremental Purchase shall be paid in the case form of a Purchase Dollars or through the issuance of new Letters of Credit (but not including the renewal or extension of outstanding Letters of Credit) by the ConduitIssuing Bank and participation therein by the Buyers or, on the Closing Date, through the deemed issuance of Letters of Credit outstanding under the Existing Credit Facilities contemplated by Section 2.02A. Each Incremental Purchase (i) in which the related Purchase Price is payable in Dollars shall be in an amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, (ii) 10:00 a.m. (Chicago time) three Business Days before in which the related Purchase Date Price is payable through the issuance of Letters of Credit shall be in the case an amount of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate least $100,000 and (iii) 10:00 a.m. (Chicago time) on in which the related Purchase Date Price is payable in a combination of Dollars and through the case issuance of each Purchase by the Committed Purchasers Letters of Credit shall be allocated to Dollars in an amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof and shall be allocated to Letters of Credit in an amount of at least $100,000; provided that is to accrue Yield if at the Prime Ratetime of any Incremental Purchase the then Available Commitment is less than the minimum amount required pursuant to clause (i), or, in each of the foregoing cases, such later time (ii) or day as the Conduit or the Committed Purchasers(iii), as applicable, shall agree. Each such notice shall specify the requested NSFC may request an Incremental Purchase Date (which must be for a Business Day) and the requested Purchase Price, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount Price equal to the Maximum Incremental Purchase Amount)Available Commitment. If the Conduit determines, in its sole discretion, Each Buyer's obligation to make all purchases (including through its participation in Letters of Credit) hereunder is ratable in the proportion its Commitment bears to the total Commitments and is several and not joint, and the failure of any Buyer to perform any of its obligations hereunder shall not require the performance of such obligations by either Agent or any portion of the requested Purchase, the Conduit shall transfer to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%other Buyer.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a each Purchase by the ConduitWindmill, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the LIBO Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, Windmill shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Windmill shall transfer to the Agent's Account the Purchase Price Amount (or portion thereof) on the requested Purchase Date. If the Conduit Windmill determines, in its sole discretion, not to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price Amount not funded by the Conduit Windmill into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield Discount at the LIBO Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Incremental Purchase in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not Windmill refuses to make all or any portion of a requested Purchase, the Seller shall automatically be deemed to have requested the Incremental Purchase from the Committed Purchasers (which such request may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Designated Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase shall be made if after giving effect prior to the payment January 3, 2000. (d) Section 1.3 of the Purchase Price, Sale Agreement is hereby deleted and replaced with the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.following:

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser (including any Incremental Purchase the proceeds of which will be used to make a Repurchase from any Purchaser pursuant to Section 1.9), the Seller shall must provide to such Purchaser or, if applicable, the related Purchaser Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "Purchase Notice"including by telecopier or other facsimile communication) by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, substantially in the case form of a Purchase Exhibit A, by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date in the case Date”) of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and such Purchase, specifying (iiii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day), (ii) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount)) and such Purchaser’s Percentage Factor which shall exist immediately following the consummation of such sale. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Conduit a portion of an Incremental Purchase is requested from an Uncommitted Purchaser and such Uncommitted Purchaser determines, in its sole discretion, to make all or any the requested portion of the requested such Incremental Purchase, the Conduit such Uncommitted Purchaser shall transfer to the Agent's ’s Account the its requested Purchase Price Amount by no later than 12:00 noon (or portion thereofChicago time) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any a portion of an Incremental Purchase is requested from a requested Purchase, each Committed Purchaser or the Related Bank Purchasers for a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, such Committed Purchaser or such Related Bank Purchasers for a Purchaser Group shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall promptly transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's ’s Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 11:00 a.m. (Chicago Atlanta time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the AgentSeller's Account the its Ratable Share amount of such Incremental Purchase Price by no later than 1:00 p.m. (or portion thereofAtlanta time) on the requested Purchase Date. If the a Conduit determines, in its sole discretion, not Purchaser refuses to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group's Ratable Share of that portion of the requested such Purchase Price not funded by the Conduit into the AgentSeller's Account by no later than 12:00 noon 1:00 p.m. (Chicago Atlanta time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, in the case of a each Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the LIBO Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall may agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from the Conduit unless the Conduit, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify each Purchaser from which the Purchase is requested of the contents of any such request. If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent's ’s Account the Purchase Price Amount (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price Amount not funded by the Conduit into the Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield Discount at the LIBO Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's ’s Account. No Notwithstanding anything contained herein to the contrary, during the Term-Out Period all Incremental Purchase Purchases to be made by the Committed Purchasers shall be made if after giving effect to from funds available therefor in the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%Cash Collateral Account.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of each Purchase by a Conduit Purchaser and in the case of each Purchase by the Conduit, Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (ii) 10:00 a.m. (Chicago time) three one Business Days Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request such Ratable Share of the Incremental Purchase be made by the Related Committed Purchasers of such Conduit Purchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the a Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the Agent's Account the its Ratable Share of such Incremental Purchase Price by no later than 12:00 noon (or portion thereofChicago time) on the requested Purchase Date. If a Ratable Share of an Incremental Purchase is requested from the Conduit determinesCommitted Purchasers for a Purchaser Group, in its sole discretion, not subject to make all or any portion of a requested PurchaseSection 7.2 and the other terms and conditions hereof, each Committed Purchaser for a Purchaser Group shall transfer its the applicable Purchaser Group's Ratable Share of that portion of the requested Purchase Price not funded by Amount (and, in the Conduit case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago New York City time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of each Purchase by a Conduit Purchaser and in the case of each Purchase by the Conduit, Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (ii) 10:00 a.m. (Chicago New York City time) three one Business Days Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request such Ratable Share of the Incremental Purchase be made by the Related Committed Purchasers of such Conduit Purchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the a Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the Agent's Account the its Ratable Share of such Incremental Purchase Price by no later than 12:00 noon (or portion thereofNew York City time) on the requested Purchase Date. If a Ratable Share of an Incremental Purchase is requested from the Conduit determinesCommitted Purchasers for a Purchaser Group, in its sole discretion, not subject to make all or any portion of a requested PurchaseSection 7.2 and the other terms and conditions hereof, each Committed Purchaser for a Purchaser Group shall transfer its the applicable Purchaser Group's Ratable Share of that portion of the requested Purchase Price not funded by Amount (and, in the Conduit case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Agent's Account by no later than 12:00 noon (Chicago New York City time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The Seller shall provide the Agent an irrevocable written request each Administrator with at least three Business Days' prior notice in a form set forth as Exhibit II D hereto of each Incremental Purchase (each, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase). Except as set forth below, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate Notice shall be irrevocable and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date Price (which must which, except as otherwise provided in Section 3.07, shall be a Business Dayexpressed in U.S. Dollars and shall not be less than U.S. $10,000,000) and the requested Purchase Price, which must be in a minimum amount date of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date purchase (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into (after the initial purchase hereunder), may be on any Business Day). Following receipt of a Purchase Notice, each Administrator will determine whether the Purchaser in its Related Group agrees to make the portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase, notify the Seller if its Purchaser declines to make the portion of the Incremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the Purchase Notice shall be deemed to be cancelled. Unless it is notified of a Conduit Refusal on or prior to the date of Purchase, the Seller shall be entitled to assume that the portion of the Purchase contemplated in such Purchase Notice shall be made by the Purchasers in such Administrator's Related Group. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VII, the Seller hereby Transfers to the Agent's Account. No , on behalf of the applicable Purchasers, the Ownership Interests which are the subject of such Incremental Purchase and, if requested by the Agent as additional evidence of such Transfer, shall execute such conveyance documents in respect of such Transfer as the Agent may reasonably request, and the Purchasers participating in such Incremental Purchase shall be made if after giving effect deposit to the payment Seller's account identified in the Purchase Notice related to such Incremental Purchase, in immediately available funds, no later than 4:30 p.m. (New York time), an amount in U.S. Dollars equal to the portion of the Purchase PricePrice which is to be funded by its Related Group, based on the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%terms of any applicable Joinder Agreement.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, in the case of a each Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the LIBO Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall may agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from the Conduit unless the Conduit, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent's ’s Account the Purchase Price Amount (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested PurchasePurchase and the Seller requests the Incremental Purchase from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price Amount not funded by the Conduit into the Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield Discount at the LIBO Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's ’s Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before specifying whether the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time requested from Windmill or day as the Conduit or from the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determinesIncremental] Purchase is requested from the Committed Purchasers, in its sole discretion, not subject to make all or any portion of a requested PurchaseSection 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the a Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the a Conduit determines, in its sole discretion, not Purchaser refuses to make all or any portion of a requested PurchasePurchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Committed Related Bank Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Each Purchaser Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before specifying whether the Purchase Date in the case of each Purchase by is requested from Windmill or from the Committed Purchasers and which may, if Windmill is the requested Purchaser, request that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is make such Purchase in lieu of Windmill should Windmill decline to accrue Yield at the Prime Ratedo so, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PriceAmount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If (i) the Conduit determines, in its sole discretion, not Incremental Purchase is requested from the Committed Purchasers or (ii) the Incremental Purchase is requested from Windmill and Windmill declines to make all or any portion of a requested such Incremental Purchase, then, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers)Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase The Agent shall be notify the Seller as to which Purchaser has made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%requested Purchase.

Incremental Purchases. The In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a "Purchase Notice") by (i) 10:00 a.m. (Chicago time) two one Business Days Day before the requested date (the "“Purchase Date"”) of such PurchasePurchase (each, in the case of a an “Incremental Purchase by the ConduitRequest”), (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase PriceAmount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the a Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, the such Conduit Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the such Conduit determines, in its sole discretion, not Purchaser refuses to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Related Liquidity Providers one Business Day before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser Related Liquidity Provider shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, which in no event will be earlier than three one Business Days Day after such request is made to the Committed PurchasersRelated Liquidity Providers). The Each Purchaser Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment extent of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%funds actually received by such Purchaser Agent prior to 12:00 noon on such day.