Common use of Incremental Purchases Clause in Contracts

Incremental Purchases. Except as provided below, in order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller shall be deemed to make a request for an Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested 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 the requested Purchase Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Agent and the Co-Agent with at least two (2) Business Days’ prior written notice in a form set forth as provided Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, in order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an shall be irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, and shall specify the requested Purchase Date Price (which must shall not be less than US$2,000,000 or a Business Day) larger integral multiple of US$500,000), the amounts corresponding to Wachovia’s and CIT/BC’s respective Funding Percentages of such Purchase Price and the requested amount Purchase Date. (b) [Intentionally deleted]. (c) On each Purchase Date, upon satisfaction of the "Purchase Amount"applicable conditions precedent set forth in Article VI, (i) of such PurchaseWachovia shall deposit to the Facility Account, which must be in immediately available funds, no later than 2:00 p.m. (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (orNew York time), an amount equal to its Funding Percentage of the Maximum Incremental aggregate Purchase AmountPrice of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC’s Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, in on the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d)Closing Date, CIT/BC shall fund such percentage of the Seller shall be deemed to make a request for an Incremental initial Purchase from the Committed Purchasers in an amount equal so that, after giving effect thereto and to the amount application of Collections applied the proceeds thereof, CIT/BC’s Invested Amount, on any date pursuant to Section 2.3(athe one hand, and Wachovia’s Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) to reduce Windmill's Investment and, subject to Section 7.2 hereof, The Commitments of each of the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill be several and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested 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 the requested Purchase Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Accountnot joint.

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether in the case of each Purchase by Windmill, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase is requested from Windmill or from Date in the case of each Purchase by the Committed PurchasersPurchasers that is to accrue Discount at the 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 Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as Windmill shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoingAn Incremental Purchase may only be requested from Windmill unless Windmill, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described such Incremental Purchase, in Section 1.1(d), which case the Seller shall be deemed to make a may request for an such Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from WindmillPurchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase Amount (or portion thereof) on the requested Purchase Date. If Windmill determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase is requested from the Committed Purchasers, 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 Amount not funded by Windmill into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which, in the case of a Purchase that is to accrue Discount at the 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 Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a PurchaserPurchaser (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 must provide to such Purchaser or, if applicable, the related Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, (i) the requested Purchase Date (which must be a Business Day), (ii) and the requested amount (the "“Purchase Amount"”) of such Purchase, which must be (except as provided below) 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. Notwithstanding the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller shall be deemed to make a request for an Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of any such request to each Purchaser from which the Purchase is requestedrequest. If the a portion of an Incremental Purchase is requested from Windmill an Uncommitted Purchaser and Windmill such Uncommitted Purchaser determines, in its sole discretion, to make the requested portion of such Incremental Purchase, Windmill such Uncommitted Purchaser shall transfer to the Agent's ’s Account the amount of such Incremental its requested Purchase Amount by no later than 12:00 noon (Chicago time) on the requested Purchase Date. If the a portion of an Incremental Purchase is requested from a Committed Purchaser or the Committed PurchasersRelated Bank Purchasers for a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, each such Committed Purchaser or such Related Bank Purchasers for a Purchaser Group shall transfer its Ratable Share of the requested Purchase Amount into the Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall promptly transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's ’s Account.

Incremental Purchases. Except as provided below, in order to request an Incremental Purchase from a Purchaser, the The Seller must shall provide to the Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (including each, a "Purchase Notice") by telecopier or other facsimile communication(i) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether 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 requested from Windmill 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 from 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 Amount") of such PurchasePrice, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller shall be deemed to make a request for an Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, Windmill the Conduit shall transfer to the Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If the Incremental Purchase is Conduit determines, in its sole discretion, not to make all or any portion of a requested from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereofPurchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (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 Seller 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. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoingAll Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described its Ratable Share of the requested Incremental Purchase, in Section 1.1(d), which case the Seller shall will automatically be deemed to make a request for an have requested such Incremental Purchase from the Committed Related Bank Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from WindmillConduit Purchaser. The Each Purchaser Agent shall promptly notify the contents of any such request to each Purchaser related Purchasers from which the Purchase is requested. If the a Purchase is requested from Windmill and Windmill of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, Windmill such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase is requested from the Committed PurchasersRelated 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 the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Each Purchaser Agent shall transfer to the 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.

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoingAn Incremental Purchase may only be requested from Windmill unless Windmill, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described such Incremental Purchase in Section 1.1(d), which case the Seller shall will automatically be deemed to make a request for an have requested such Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from WindmillPurchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase, the Seller shall automatically be deemed to have requested the Incremental Purchase is requested from the Committed PurchasersPurchasers (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 the requested Purchase Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Designated Account the proceeds of any Incremental Purchase delivered into the Agent's Account. Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, 2000. (d) Section 1.3 of the Sale Agreement is hereby deleted and replaced with the following:

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoingAn Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described in Section 1.1(d)such Incremental Purchase. If Amsterdam determines that it will not make the 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 shall be deemed of Amsterdam's election not to make a fund, in which case the Seller may request for an such Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from WindmillPurchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill Amsterdam determines, in its sole discretion, to make all or any portion of the requested Purchase, Windmill Amsterdam shall transfer to the Agent's Account the amount of such Incremental Purchase Amount (or portion thereof) on the requested Purchase Date. If Amsterdam determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase is requested from the Committed Purchasers, 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 Amount not funded by Amsterdam into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which, in the case of a Purchase that is to accrue Discount at the 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 Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Except as provided belowSeller 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 order to the case of a request for an Incremental Purchase from to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a Purchaserform set forth as Exhibit II‑A hereto of each Incremental Purchase (a “Purchase Notice”); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form day of Exhibit A, by 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) three Business Days before the aggregate requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (b) in the "case of an Incremental Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase Date to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (which must be a Business Dayif any) and agree to participate in the requested amount (the "Purchase Amount") of such Incremental Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in In the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d)a Purchase Group has more than one Conduit Purchaser, the Seller shall be deemed to make a request for an Incremental related Managing Agent may allocate the related Purchase from the Committed Purchasers in an amount equal to the amount Group Share of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to participate in an Incremental Purchase, to make the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the requested Purchase, Windmill Incremental Purchase shall transfer 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 Agent's Account extent that the amount proceeds of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested from the Committed Purchasersare being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share upon satisfaction of the requested applicable conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Amount into Group shall initiate a wire transfer of immediately available funds to the Agent's Account account specified by Seller, no later than 12:00 noon (Chicago New York time) on ), in an aggregate amount equal to such Purchase Group’s Purchase Group Share of the Purchase DatePrice for such Incremental Purchase. The Agent In no event shall transfer the Purchasers be obligated to the make more than fifteen (15) Incremental Purchases requested by Seller Account the proceeds of during any Incremental Purchase delivered into the Agent's Accountcalendar month.

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 11:00 a.m. (Chicago Atlanta time) three two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding All Incremental Purchases may only be requested ratably from the foregoingConduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described in Section 1.1(d), the Seller its Ratable Share of such Incremental Purchase (which determination shall be deemed to make a 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 Committed Related Bank Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund for such Incremental Purchase without request or further notice from WindmillConduit Purchaser. The Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of any such request to each Purchaser from which the Purchase is requestedrequest. If the Ratable Share of an Incremental Purchase is requested from Windmill a Conduit Purchaser and Windmill such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, Windmill such Conduit Purchaser shall transfer to the AgentSeller's Account the its Ratable Share amount of such Incremental Purchase by no later than 1:00 p.m. (Atlanta time) on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase is requested from the Committed PurchasersRelated 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 the requested such Purchase Amount into the AgentSeller's Account by no later than 12:00 noon 1:00 p.m. (Chicago Atlanta time) on the Purchase Date. The Agent shall transfer Date (which in no event will be earlier than three Business Days after such request is made to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's AccountCommitted Purchasers).

Incremental Purchases. The Seller shall provide each Administrator with at least three Business Days' prior notice in a form set forth as Exhibit D hereto of each Incremental Purchase (a "Purchase Notice"). Except as provided set forth below, each Purchase Notice shall be irrevocable and shall specify the requested increase in order to request the aggregate Investment outstanding hereunder (which shall not be less than $10,000,000) and date of purchase (which, in the case of any Incremental Purchase (after the initial purchase hereunder), may be on any Business Day) and, in the case of an Incremental Purchase from which is to be funded by the Committed Purchasers (which Incremental Purchase shall be so funded in the event of a PurchaserConduit Refusal (as defined hereinbelow), provided the Seller does not cancel the Purchase Notice) the requested Alternative Rate. Following receipt of a Purchase Notice, each Administrator will determine whether the Conduit 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 Conduit 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 Seller must provide may cancel the Purchase Notice or, in the absence of such a cancellation, such portion of the Purchase shall be made by the Committed Purchasers in such Related Group. Unless it is notified of a Conduit Refusal on or prior to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form date of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Seller shall be entitled to assume that the portion of the Purchase is requested from Windmill contemplated in such Purchase Notice shall be made by the Conduit 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 VI, the Conduit Purchasers (or from if a Conduit Refusal has occurred and the Purchase Notice has not been canceled, the Committed Purchasers) participating in such Incremental Purchase shall deposit to the Seller's account at SunTrust Bank, the requested Purchase Date Atlanta, Account Number 8800428503, ABA Number 0610▇▇▇▇▇, ▇▇ immediately available funds, no later than 4:30 p.m. (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (orNew York time), an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, (i) in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d)case of a Conduit Purchaser, the Seller portion of the increase in the aggregate Investment which is to be funded by its Related Group (which portion shall be deemed to make a request determined based on the ratio which the Related Group Limit for an Incremental Purchase from the Committed Purchasers in an amount equal such Related Group bears to the amount aggregate of Collections applied on any date pursuant to Section 2.3(athe Related Group Limits for all Related Groups hereunder) to reduce Windmillor (ii) in the case of a Committed Purchaser, such Committed Purchaser's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Pro Rata Share of the requested Purchase Amount into portion of the Agent's Account increase in the aggregate Investment which is to be funded by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Accountits Related Group.

Incremental Purchases. Except as provided belowSeller 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 order to the case of a request for an Incremental Purchase from to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a Purchaserform set forth as Exhibit II-A hereto of each Incremental Purchase (a “Purchase Notice”); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form day of Exhibit A, by 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) three Business Days before the aggregate requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (b) in the "case of an Incremental Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase Date to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (which must be a Business Dayif any) and agree to participate in the requested amount (the "Purchase Amount") of such Incremental Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in In the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d)a Purchase Group has more than one Conduit Purchaser, the Seller shall be deemed to make a request for an Incremental related Managing Agent may allocate the related Purchase from the Committed Purchasers in an amount equal to the amount Group Share of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to participate in an Incremental Purchase, to make the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the requested Purchase, Windmill Incremental Purchase shall transfer 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 Agent's Account extent that the amount proceeds of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested from the Committed Purchasersare being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share upon satisfaction of the requested applicable conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Amount into Group shall initiate a wire transfer of immediately available funds to the Agent's Account account specified by Seller, no later than 12:00 noon (Chicago New York time) on ), in an aggregate amount equal to such Purchase Group’s Purchase Group Share of the Purchase DatePrice for such Incremental Purchase. The Agent In no event shall transfer the Purchasers be obligated to the make more than fifteen (15) Incremental Purchases requested by Seller Account the proceeds of during any Incremental Purchase delivered into the Agent's Accountcalendar month.

Incremental Purchases. Except (a) Subject to the 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 "Incremental Purchase") from NSFC for the purchase price (the "Purchase Price") 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 form of Dollars or through the issuance of new Letters of Credit (but not including the renewal or extension of outstanding Letters of Credit) by the Issuing 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) in which the related Purchase Price is payable through the issuance of Letters of Credit shall be in an amount of at least $100,000 and (iii) in which the related Purchase Price is payable in a combination of Dollars and through the issuance of 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 if at the time of any Incremental Purchase the then Available Commitment is less than the minimum amount required pursuant to clause (i), (ii) or (iii), as provided belowapplicable, in order to NSFC may request an Incremental Purchase from for a Purchaser, the Seller must provide Purchase Price equal to the Agent an irrevocable written request Available Commitment. Each Buyer's obligation to make 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 telecopier either Agent or any other facsimile communicationBuyer. (b) NSFC shall provide the Administrative Agent with a notice substantially in the form of Exhibit A, by 10:00 a.m. B hereto (Chicago timea "Purchase Notice") prior to each Incremental Purchase at the time specified in Section 2.03 for delivery of the appropriate Yield Accrual Period Selection Notice in the case of an Incremental Purchase for which the Purchase Price is to be in Dollars and at least three Business Days before prior to an Incremental Purchase for which the requested date (Purchase Price is to be through the "issuance of Letters of Credit. Each Purchase Date") of such Purchase, specifying Notice shall specify whether the Purchase is requested from Windmill Price for such Incremental Purchase to be in Dollars or from through the Committed Purchasersissuance of Letters of Credit or a combination thereof. Upon receipt of such Purchase Notice, the requested Purchase Date (which must be Administrative Agent shall promptly provide each Buyer with a Business Day) and the requested amount (the "Purchase Amount") copy of such Purchase Notice, and advise it of its ratable share of the Purchase Price for such Incremental Purchase. Not later than 12:00 Noon (New York City time) on the day of any Incremental Purchase for which NSFC has requested all or part of the Purchase Price to be paid in Dollars, which must be (except as provided below) in a minimum amount each Buyer shall make available its pro rata share of $1,000,000 and multiples thereof (or, an amount equal the Dollar portion of the Purchase Price for such Incremental Purchase to the Maximum Incremental Purchase Amount)Administrative Agent. Notwithstanding The amount so received by the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller Administrative Agent shall be deemed deposited to make a request NSFC's account as notified by NSFC in immediately available funds. If NSFC has requested all or part of the Purchase Price for an Incremental Purchase from to be paid through the Committed Purchasers in an amount equal to the amount issuance of Collections applied on any date Letters of Credit, such consideration shall be delivered pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 2.02A hereof, the Committed Purchasers . Each Purchase Notice shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill be irrevocable and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer binding on NSFC when delivered to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested 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 the requested Purchase Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's AccountBuyers.

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three one Business Days Day before the requested date (the "“Purchase Date") of such PurchasePurchase (each, an “Incremental Purchase Request"), specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "“Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoingAll Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described its Ratable Share of the requested Incremental Purchase, in Section 1.1(d), which case the Seller shall be deemed to make a may request for an such Ratable Share of the Incremental Purchase from the Committed Purchasers in an amount equal to the amount Related Liquidity Providers of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from WindmillConduit Purchaser. The Each Purchaser Agent shall promptly notify the contents of any such request to each Purchaser related Purchasers from which the Purchase is requested. If the a Purchase is requested from Windmill and Windmill of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, Windmill such Conduit Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase is requested from the Committed PurchasersRelated 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 the requested Purchase Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which in no event will be earlier than one Business Day after such request is made to the Related Liquidity Providers). The Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into to the Agent's Accountextent of funds actually received by such Purchaser Agent prior to 12:00 noon on such day.

Incremental Purchases. Except (a) Since the Funding Date, the Purchaser has been obligated, and from and after the Effectiveness Date, the Purchaser shall be obligated, to make Incremental Purchases from time to time until the Purchase Commitment Expiration Date, upon satisfaction, as provided belowof the applicable Incremental Purchase Date, of each of the following conditions (the "Incremental Purchase Conditions"): (i) the Outstanding Amount of the Notes shall have been increased in order accordance with Section 2.03 of the Indenture; (ii) The Administrative Agent shall have received a completed Notice of Incremental Purchase by 2:00 p.m., New York City time, on the Business Day immediately preceding such Incremental Purchase Date (or if any such Notice is received after 2:00 p.m., the related Incremental Purchase shall occur on the second Business Day following such receipt); (iii) the Administrative Agent shall have received copies of all settlement statements and all reports required to request be delivered by Servicer to ▇▇▇▇▇▇ Guaranty Trust Company of New York pursuant to Article III of the Sale and Servicing Agreement; (iv) Each of the representations and warranties of the Seller, the Owner Trustee, AFL, ARFC II and the General Partner, as applicable, made in the Sale and Servicing Agreement, the Administration Agreement, the Purchase Agreement, each Assignment Agreement, each Transfer Agreement, the Trust Agreement, the Indenture and this Note Purchase Agreement shall be true and correct in all material respects as of the applicable Incremental Purchase Date (except to the extent they expressly relate to an earlier or later time); (v) All of the conditions for transferring Receivables and other property to the Trust specified in Section 2.1(b)(1) of the Sale and Servicing Agreement shall have been satisfied; (vi) The Seller, the Owner Trustee, the General Partner, AFL and ARFC II shall be in compliance with all of their respective covenants contained in the Trust Agreement, the Sale and Servicing Agreement, the Purchase Agreement, each Assignment Agreement, each Transfer Agreement, the Indenture and this Note Purchase Agreement; (vii) No Note Purchase Termination Event, or event which with the giving of notice or passage of time could become a Note Purchase Termination Event, shall have occurred; (viii) The Maximum Purchases of the DFC Purchasers under the DFC Asset Purchase Agreement and the credit and/or liquidity coverage committed under the Program Facilities shall be in the amounts required to maintain the then-current ratings of the Purchaser's Notes; and (ix) the aggregate Certificate Balance of the Investor Certificates shall equal at least twelve (12) percent of the sum of the Facility Balance. (b) Each Incremental Purchase shall be requested in a minimum aggregate principal amount of $5,000,000; PROVIDED, that an Incremental Purchase from a may be requested in such lesser amount as remains available under the Purchaser's Purchase Commitment. (c) The Purchaser shall not be required to make any Incremental Purchase if, after giving effect to such funding, the Seller must provide Outstanding Amount of the Notes will exceed the Purchaser's Purchase Commitment. (d) The purchase price of each Incremental Purchase shall be equal to 100% of the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially increase in the form Outstanding Amount of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date Notes (the "Purchase DatePrice") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller shall be deemed to make a request for an Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested 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 the requested Purchase Amount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Except as provided below, in In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether in the case of each Purchase is requested from Windmill or from by a Conduit Purchaser and in the case of each Purchase by the Committed Purchasers, Purchasers that is to accrue Discount at the Eurodollar 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 Discount at the Prime Rate. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoingAll Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, a Conduit Purchaser, in the event that Windmill ceases its sole discretion, determines not to make Reinvestment Purchases as described in Section 1.1(d), its Ratable Share of the Seller requested Purchase (which determination shall be deemed to make a 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 from be made by the Related Committed Purchasers in an amount equal to of such Conduit Purchaser on the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Incremental originally requested Purchase without request or further notice from WindmillDate. The Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of any such request to each Purchaser from which the Purchase is requestedrequest. If the a Ratable Share of an Incremental Purchase is requested from Windmill a Conduit Purchaser and Windmill such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, Windmill such Conduit Purchaser shall transfer to the Agent's Account the amount its Ratable Share of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the requested Purchase Date. If the a Ratable Share of an Incremental Purchase is requested from the Committed PurchasersPurchasers for a Purchaser Group, subject to Section 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 the requested Purchase Amount (and, in the 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. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.