Common use of Purchase Facility Clause in Contracts

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the each applicable Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers Ratable Share in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request investments with regard to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller from time to time from the date hereof to each applicable Facility Termination Date in accordance with Section 1.2. Each purchase requested by the Seller pursuant to Section 1.2(a) (each such purchase is referred to herein as each, a “Purchase”) shall be made ratably by the Purchasers (based on the Ratable Share in their respective Purchaser Groups), and each Purchaser Group’s Ratable Share of each Purchase shall be made and funded (i) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Purchase, by the Conduit Purchaser in such Purchaser Group or (ii) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Purchase, by the Committed Purchaser in such Purchaser Group. Subject to Section 1.4(b) concerning reinvestments, at no time will any Conduit Purchaser have any obligation to make any Purchase or reinvestment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the before its applicable Facility Termination DateDate that are requested pursuant to Section 1.2(a), based on the Ratable Share of its applicable Purchaser Group’s Group Commitment Percentage of each ; provided, however, that under no circumstances shall any Purchaser make any Purchase requested pursuant to Section 1.2(b) (andor reinvestment hereunder if, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or reinvestment (i) the Group Investment of such Purchaser’s Purchaser Group would exceed the Group Commitment of such Purchaser’s Purchaser Group, (ii) the Aggregate Capital immediately Investment would (after giving effect to all Purchases and reinvestments on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit or (iii) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases purchases (as described below)and deemed purchases) of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any time any Collections are received by ) and, on the Servicer prior terms of and subject to the Facility conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Termination Date. Notwithstanding anything set forth in this Section 1.1(a) or otherwise herein to the contrary, the under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller hereby requests and each Purchaserpursuant to Section 1.14(a)) or issue any Letters of Credit hereunder, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On Upon the terms and subject to the conditions hereof of this Agreement (including Section 1.2(c) belowincluding, without limitation, Article VI), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before prior to the applicable Facility Termination Date, Seller may request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Uncommitted Purchasers, or (y) only or, if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit an Uncommitted Purchaser (iin its sole discretion) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written in which case it shall provide notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), request that the Related Committed Purchasers ratably make purchases Purchasers, purchase from Seller undivided ownership interests in the Purchased Interest from Receivables and the Seller associated Related Security and Collections (each such purchase is referred to herein as a “Purchase”which interest shall be held by the Administrator on behalf of the applicable Purchasers). Each Uncommitted Purchaser may (in its sole discretion), and each Related Committed Purchaser severally hereby agreesagrees to, make Incremental Purchases, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from hereof before the Seller from time to time from the Closing Date to (but excluding) the applicable Facility Termination Date, ratably based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Incremental Purchase requested pursuant to Section 1.2(b) 1.2 (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase); provided that no Purchase shall be made by any Purchaser if, after giving effect thereto, either (i) if such Purchaser is a Related Committed Purchaser, such Purchaser’s aggregate Invested Amount would exceed its Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment for such Purchaser’s Purchaser Group, or (iii) the aggregate of the Receivable Interests would exceed 100%. It is the intent of the Conduit Purchasers to fund any Purchases hereunder through the issuance of Commercial Paper. If at for any time reason any Collections are received by the Servicer prior to the Facility Termination DateConduit Purchaser is unable, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreementor determines that it is undesirable, to makeissue Commercial Paper to fund or maintain its investment in the Receivable Interests, simultaneously with or is unable for any reason to repay such receiptCommercial Paper upon the maturity thereof, such Conduit Purchaser may avail itself of a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and Liquidity Funding to the extent contemplated available. If any Purchaser funds or refinances its investment in Section 1.4(b) such that after giving effect a Receivable Interest through any means other than the issuance of Commercial Paper, in lieu of paying CP Costs on the Invested Amount pursuant to such ReinvestmentArticle III hereof, Seller will pay Yield thereon at the Aggregate Capital immediately after such receipt and corresponding Reinvestment applicable Yield Rate in accordance with Article IV hereof. Nothing herein shall be equal deemed to the Aggregate Capital immediately prior constitute a commitment of any Conduit Purchaser to such receiptissue Commercial Paper.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to ratably request that the SellerRelated Committed Purchasers, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each from time to time from the date hereof to the earlier of the Facility Termination Date and the Purchaser Termination Date with respect to such purchase is referred Purchase Group. Subject to herein as Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination DateDate or, if earlier, the Purchaser Termination Date with respect to such Related Committed Purchaser, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided, however, that under no circumstances shall any time Purchaser make any Collections are received by the Servicer prior to the Facility Termination DatePurchase or reinvestment hereunder if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or reinvestment (i) such Purchaser’s aggregate Capital would exceed its Commitment, (ii) the Aggregate Capital immediately would (after giving effect to all Purchases and reinvestments on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit or (iii) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to ratably request that the SellerRelated Committed Purchasers, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller pursuant to Section 1.1(b) and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of such Purchase)the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants. If at The Seller may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any time any Collections are received purchase by the Servicer prior Purchasers hereunder to satisfy its Reimbursement Obligation to the Facility Termination LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. Each of the parties hereto hereby acknowledges and agrees that from and after the Closing Date, the Seller hereby requests Purchaser Groups that includes PNC and Regions, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired request by the Seller with each and every Collection received for ratable Purchases by the Servicer as and Conduit Purchasers pursuant to the extent contemplated in Section 1.4(b1.1(a)(i) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal deemed to be a request that the Aggregate Capital immediately prior to Related Committed Purchasers in PNC’s and Regions’ Purchaser Group make their ratable share of such receiptPurchases.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereof of this Agreement (including Section 1.2(c) belowincluding, without limitation, Article VI), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before prior to the applicable Facility Termination Date, Seller may request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or or, if a Conduit Purchaser (iin its sole discretion) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written in which case it shall provide notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), request that the Related Committed Purchasers ratably make purchases Purchasers, purchase from Seller undivided ownership interests in the Purchased Interest from Receivables and the Seller associated Related Security and Collections (each such purchase is referred to herein as a “Purchase”which interest shall be held by the Administrator on behalf of the applicable Purchasers). Each Conduit Purchaser may (in its sole discretion), and each Related Committed Purchaser severally hereby agreesagrees to, make Incremental Purchases, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from hereof before the Seller from time to time from the Closing Date to (but excluding) the applicable Facility Termination Date, ratably based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Incremental Purchase requested pursuant to Section 1.2(b) 1.2 (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase); provided that no Purchase shall be made by any Purchaser if, after giving effect thereto, either (i) if such Purchaser is a Related Committed Purchaser, such Purchaser’s aggregate Invested Amount would exceed its Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment for such Purchaser’s Purchaser Group, or (iii) the aggregate of the Receivable Interests would exceed 100%. It is the intent of the Conduit Purchasers to fund any Purchases thereby through the issuance of Commercial Paper. If at for any time reason any Collections are received by the Servicer prior to the Facility Termination DateConduit Purchaser is unable, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreementor determines that it is undesirable, to makeissue Commercial Paper to fund or maintain its investment in the Receivable Interests, simultaneously with or is unable for any reason to repay such receiptCommercial Paper upon the maturity thereof, such Conduit Purchaser may avail itself of a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and Bank Rate Funding to the extent contemplated available. If any Purchaser funds or refinances its investment in Section 1.4(b) such that after giving effect a Receivable Interest through any means other than the issuance of Commercial Paper, in lieu of paying CP Costs on the Invested Amount pursuant to such ReinvestmentArticle III hereof, Seller will pay Yield thereon at the Aggregate Capital immediately after such receipt and corresponding Reinvestment Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be equal deemed to the Aggregate Capital immediately prior constitute a commitment of any Conduit Purchaser to such receiptissue Commercial Paper.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereinafter set forth, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request each Revolving Purchaser hereby agrees to purchase, or (ii) is otherwise unable or unwilling purchase and make reinvestments of undivided percentage ownership interests with regard to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments Participation from the Seller from time to time (but not on a Purchaser Termination Day for such Revolving Purchaser) during the period from the Closing Date to (but excluding) date hereof or the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, date set forth in the case of each Committed Purchaser in Joinder Agreement to which it is a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaserparty, as applicable, hereby agrees, subject to the terms Termination Date and conditions (ii) each Term Purchaser hereby agrees to make a purchase with regard to its Participation from Seller on the date set forth in this Agreementthe Joinder Agreement to which it is a party. Under no circumstances shall any (A) Revolving Purchaser make any such purchase or reinvestment if, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentpurchase or reinvestment, (1) the aggregate outstanding Insured Investment of all Revolving Purchasers would exceed the Revolving Insured Purchase Limit, (2) the aggregate outstanding Uninsured Investment of all Revolving Purchasers would exceed the Revolving Uninsured Purchase Limit, (3) the aggregate Insured Investment of such Revolving Purchaser would exceed its Maximum Insured Commitment or (4) the aggregate Uninsured Investment of such Revolving Purchaser would exceed its Maximum Uninsured Commitment; or (B) Purchaser make any such purchase or reinvestment if, after giving effect to such purchase or reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment aggregate outstanding Insured Investment of all Purchasers would exceed the Maximum Insured Amount. For the avoidance of doubt, nothing in CLAUSE (B) of the preceding sentence shall be equal construed to prevent any Purchaser from making a purchase which increases such Purchaser's Uninsured Investment if such purchase would be permitted by CLAUSE (A) of such sentence and the Aggregate Capital immediately prior to such receiptother terms and conditions hereof.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below), the The Seller may, in addition to each Reinvestment (as described below) hereunder, at its option from time to time before prior to the Facility Termination Date, request that (x) offer to sell and assign Receivable Interests to the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective each Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in Group at the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request Purchase Price specified pursuant to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller Section 2.02 (each such purchase is referred to herein as a “sale and assignment, an "Incremental Purchase”"). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to On the terms and conditions set forth herein, (i) the Conduit Purchasers, ratably, in this Agreementaccordance with their respective Conduit Purchase Limits, to makemay, simultaneously with such receiptin their sole discretion, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired Receivable Interests so offered for sale by the Seller and (ii) if a Conduit Purchaser in any Purchaser Group declines to purchase any such Receivable Interest, or if a Conduit Purchaser's Termination Event has occurred and is continuing with each respect to such Conduit Purchaser, the Committed Purchasers in such Purchaser Group shall, ratably in accordance with their respective Commitments, severally and every Collection received by not jointly, purchase such Receivable Interest. Each Incremental Purchase shall be made among the Servicer Purchaser Groups ratably in accordance with their respective Purchaser Group Limits, except as and to the extent contemplated provided in Section 1.4(b) such that 2.02(b). Under no circumstances shall an Incremental Purchase be made hereunder if, after giving effect to such Reinvestmentthereto, (i) the Aggregate aggregate outstanding Capital immediately after such receipt and corresponding Reinvestment shall be equal would exceed the Purchase Limit or (ii) the Receivable Interest Percentage would exceed the Maximum Receivable Interest Percentage, as determined by reference to the Aggregate Capital immediately prior to such receiptinformation set forth in the most recent Servicer Report delivered hereunder.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereinafter set forth, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request each Revolving Purchaser hereby agrees to purchase, or (ii) is otherwise unable or unwilling purchase and make reinvestments of undivided percentage ownership interests with regard to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments Participation from the Seller from time to time (but not on a Purchaser Termination Day for such Revolving Purchaser) during the period from the Closing Date to (but excluding) date hereof or the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, date set forth in the case of each Committed Purchaser in Joinder Agreement to which it is a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaserparty, as applicable, hereby agrees, subject to the terms Termination Date and conditions (ii) each Term Purchaser hereby agrees to make a purchase with regard to its Participation from Seller on the date set forth in this Agreementthe Joinder Agreement to which it is a party. Under no circumstances shall any (A) Revolving Purchaser make any such purchase or reinvestment if, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentpurchase or reinvestment, (1) the aggregate outstanding Insured Investment of all Revolving Purchasers would exceed the Revolving Insured Purchase Limit, (2) the aggregate outstanding Uninsured Investment of all Revolving Purchasers would exceed the Revolving Uninsured Purchase Limit, (3) the aggregate Insured Investment of such Revolving Purchaser would exceed its Maximum Insured Commitment or (4) the aggregate Uninsured Investment of such Revolving Purchaser would exceed its Maximum Uninsured Commitment; or (B) Purchaser make any such purchase or reinvestment if, after giving effect to such purchase or reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment aggregate outstanding Insured Investment of all Purchasers would exceed the Maximum Insured Amount. For the avoidance of doubt, nothing in clause (B) of the preceding sentence shall be equal construed to prevent any Purchaser from making a purchase which increases such Purchaser’s Uninsured Investment if such purchase would be permitted by clause (A) of such sentence and the Aggregate Capital immediately prior to such receiptother terms and conditions hereof.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereinafter set forth, the Seller mayeach Conduit Purchaser hereby agrees, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their its respective Purchaser Groups) make Purchases (as described below)Commitment, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or and make reinvestments in, and the LC Bank hereby agrees (iiif so requested) is otherwise unable or unwilling to fund such Purchase issue Letters of Credit in return for (and provides written notice each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such to the Seller, the Servicer, the Administrator and its Purchaser Agentdraws), the Committed Purchasers ratably make purchases in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior date hereof to the Facility Termination Date. The Seller may, subject to the remainder of this paragraph (a) and the other requirements and conditions herein, use the proceeds of any purchase or reinvestment by the Conduit Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. In addition, in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.14 below, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new purchase from the Conduit Purchasers on such date, pursuant to the terms hereof, in an amount equal to the amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth in the remainder of this paragraph (a) below (and the other requirements and conditions herein), the Seller hereby requests Conduit Purchasers shall fund such deemed purchase request and each Purchaserdeliver the proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and the applicable LC Participants in satisfaction of the Seller’s Reimbursement Obligation pursuant to Section 1.14 below, to the extent of the amounts permitted to be funded by the Conduit Purchasers, at such time, hereunder. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any such purchase or reinvestment (including, without limitation, any deemed purchases by the Conduit Purchasers pursuant to the immediately preceding paragraphs of this Section 1.1(a)), or issue any Letter of Credit, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentpurchase, reinvestment or issuance, the Aggregate (i) aggregate outstanding amount of the Capital immediately after funded by such receipt and corresponding Reinvestment Purchaser shall exceed (A) its Purchaser Group’s Group Commitment, as the same may be equal reduced from time to time pursuant to Section 1.1(b), minus (B) in the Aggregate case of any LC Participant, such LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit or (ii) the aggregate outstanding Capital immediately prior to such receiptplus the LC Participation Amount would exceed the Purchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably in such Conduit Purchaser’s Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Conduit Purchaser have any obligation to make a Purchase”). Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from purchases under the Seller from time to time from the Closing Date to Commitments (but excludingeach a “Purchase”) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b(i) such that its Investment would not (after giving effect to all Purchases on such Reinvestment, date) thereby exceed its Commitment and (ii) the Aggregate Capital immediately Investment would not (after giving effect to all Purchases on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such Reinvestment, date) exceed the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)purchases of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, (ii) is a Declining Conduit Purchaser or (iiiii) is otherwise unable or unwilling to fund such Purchase purchase or reinvestment (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably (based on their respective Commitments) make purchases of and reinvestments in the Purchased Interest from the Seller (each such purchase or reinvestment is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase; provided, however, that the foregoing shall not be construed to limit any Committed Purchaser’s obligation hereunder to make any Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions Notwithstanding anything set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”Section 1.1(a) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and or otherwise herein to the extent contemplated in Section 1.4(b) such that contrary, under no circumstances shall any Purchaser make any purchase or reinvestment if, after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage 's Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a "Purchase") (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage 's Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such Reinvestment, date) exceed the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to that the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each purchase requested by the Seller shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each purchase shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Purchase, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Purchase, by the Related Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date; provided, however, that under no circumstances shall any Purchaser make any purchase or reinvestment or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of such Purchase)the face amount of any outstanding Letters of Credit or (ii) the aggregate outstanding Capital plus the LC Participation Amount would exceed the Purchase Limit. If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the The Seller hereby requests and each Purchaser, as applicable, hereby agreesmay, subject to the terms requirements and conditions set forth in this Agreementherein, use the proceeds of any purchase by the Purchasers, hereunder, to makesatisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, based on the associated Related Security and Collections acquired outstanding amounts funded by the Seller with LC Bank and each and every Collection received by the Servicer as and such LC Participant) pursuant to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt1.15 below.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereof of this Agreement (including Section 1.2(c) belowincluding, without limitation, Article VI), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before prior to the Facility Termination Date, Seller may request that the Purchaser Groups purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections (x) which interest shall be held by the Conduit Purchasers ratably (based Agent on the aggregate Commitments behalf of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”Purchasers). Each Uncommitted Purchaser may (in its sole discretion), and each Related Committed Purchaser severally hereby agreesagrees to, make Incremental Purchases, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) hereof before the Facility Termination Date, ratably based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Incremental Purchase requested pursuant to Section 1.2(b) 1.2 (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided that no Purchase shall be made by any time any Collections are received by the Servicer prior to the Facility Termination DatePurchaser if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to thereto, either (i) if such ReinvestmentPurchaser is a Related Committed Purchaser, such Purchaser’s aggregate Invested Amount would exceed its Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment for such Purchaser’s Purchaser Group, (iii) the aggregate of the Receivable Interests would exceed 100% or (iv) the Aggregate Capital immediately after such receipt and corresponding Reinvestment Invested Amount would exceed the Maximum Purchase Limit. It is the intent of the Conduit Purchasers to fund any Purchases hereunder through the issuance of Commercial Paper. If any Purchaser funds or refinances its investment in a Receivable Interest through any means other than the issuance of Commercial Paper, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the applicable Yield Rate in accordance with Article IV hereof. Nothing herein shall be equal deemed to the Aggregate Capital immediately prior constitute a commitment of any Conduit Purchaser to such receiptissue Commercial Paper.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereof of this Agreement (including Section 1.2(c) belowincluding, without limitation, Article VI), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests may request that (i) Market Street purchase from the Seller all of the Seller’s right, title and each Purchaserinterest in the Purchased Assets, and Market Street shall make such Purchase and/or (ii) the LC Bank issue Letters of Credit; provided that no Purchase (including without limitation, any deemed Purchase by Market Street pursuant to the terms of Section 1.1(d)) or issuance of Letters of Credit, as applicable shall be made by Market Street or the LC Bank, respectively, if, after giving effect thereto, the (i) aggregate outstanding Invested Amount funded by Market Street or the LC Bank, as applicable, hereby agreesshall exceed (A) the Commitment of Market Street or the LC Bank, subject as applicable, as the same may be reduced from time to time pursuant to Section 1.1(b), minus (B) in the terms and conditions set forth in this Agreementcase of the LC Bank, the face amount of any outstanding Letters of Credit or (ii) the Aggregate Invested Amount would exceed the Purchase Limit or (iii) the Asset Coverage Ratio would be less than 1.0. It is the intent of Market Street to fund the Purchases by the issuance of Commercial Paper. If for any reason Market Street is unable, or determines that it is undesirable, to makeissue Commercial Paper to fund or maintain its investment in the Purchase Assets, simultaneously with or is unable for any reason to repay such receiptCommercial Paper upon the maturity thereof, Market Street will avail itself of a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and Liquidity Funding to the extent contemplated available. If Market Street funds or refinances its investment in Section 1.4(b) such that after giving effect a Purchased Asset through a Liquidity Funding, in lieu of paying CP Costs on the Invested Amount pursuant to such ReinvestmentArticle III hereof, the Aggregate Capital immediately after such receipt and corresponding Reinvestment Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be equal deemed to the Aggregate Capital immediately prior constitute a commitment of Market Street to such receiptissue Commercial Paper.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Table of Contents Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereinafter set forth, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request Issuer hereby agrees to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Sellermake reinvestments in and, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases if so requested in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms accordance with and subject to the conditions hereofterms of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Purchases participation advances in connection with any draws under such Letters of and Reinvestments Credit equal to such LC Participant’s Pro Rata Share thereof), undivided variable percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date. The Seller may, subject to the remainder of this paragraph (a) and the other requirements and conditions herein, use the proceeds of any purchase or reinvestment by the Issuer hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the applicable Purchaser Group’s Group Commitment Percentage of outstanding amounts funded by the LC Bank and each Purchase requested such LC Participant) pursuant to Section 1.2(b) (and1.14 below. In addition, in the case event the Seller fails to reimburse the LC Bank and each applicable LC Participant for the full amount of each Committed Purchaser any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.14 below, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new purchase from the Issuer on such date, pursuant to the terms hereof, in a Purchaser Group, its Commitment Percentage an amount equal to the amount of such Purchaser GroupReimbursement Obligation at such time. Subject to the limitations on funding set forth in the remainder of this paragraph (a) below (and the other requirements and conditions herein), the Issuer shall fund such deemed purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and the applicable LC Participants in satisfaction of the Seller’s Group Commitment Percentage Reimbursement Obligation pursuant to Section 1.14 below, to the extent of such Purchase). If at any time any Collections are received the amounts permitted to be funded by the Servicer prior Issuer, at such time, hereunder. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the Facility Termination Datecontrary, under no circumstances shall any Purchaser make any such purchase or reinvestment (including, without limitation, any deemed purchases by the Seller hereby requests and each PurchaserIssuer pursuant to the immediately preceding paragraphs of this Section 1.1(a)), or issue any Letter of Credit, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentpurchase, reinvestment or issuance, the Aggregate (i) aggregate outstanding amount of the Capital immediately after funded by such receipt and corresponding Reinvestment Purchaser shall exceed (A) the Commitment set forth opposite its name on the signature page hereto, as the same may be equal reduced from time to time pursuant to Section 1.1(b), minus (B) in the Aggregate case of any LC Participant, such LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit or (ii) the aggregate outstanding Capital immediately prior to such receiptplus the LC Participation Amount would exceed the Purchase Limit.

Purchase Facility. (ai) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Administrative Agent on behalf of each of the Conduit Purchasers ratably (Purchasers, based on the aggregate Commitments of the Committed Purchasers in their respective its Purchaser Groups) make Purchases (as described below)Group’s Ratable Share, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser denies such request or is unable to fund or otherwise fails to comply with such request, ratably require that the Administrative Agent, on behalf of the related Alternate Purchasers based on their respective Percentages, make such purchases (ieach, a “Purchase”) of undivided percentage ownership interests with regard to the Receivables Interest from the Seller from time to time from the date hereof. If a Conduit Purchaser denies such a request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written Conduit Purchaser shall provide notice of such thereof to the Seller, the Servicer, Administrative Agent and the Administrator and its applicable Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Alternate Purchaser severally hereby agreesshall, on the terms and subject to the conditions hereof, upon the Seller’s request and related Conduit Purchaser’s denial or other failure to make a Purchase, fund Purchases of and Reinvestments from before the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable its Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to under Section 1.2(b1.2(a) (and, in the case of each Committed Alternate Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchaserespective Percentage). If at any time any Collections are received by the Servicer prior to the Facility Furthermore, on each Business Day that is not a Termination DateDay, the Seller hereby requests and each Purchaser, may make Reinvestments out of collections as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired contemplated by Section 1.4(b)(ii). Under no circumstances shall any Purchaser fund any Purchase or shall the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that make any Reinvestment hereunder if, after giving effect to such ReinvestmentPurchase or Reinvestment (i) such Purchaser’s Capital would exceed its Maximum Purchase Amount, (ii) the Aggregate Capital immediately would (after giving effect to all Purchases and Reinvestments on such receipt and corresponding Reinvestment date) exceed the Program Limit or (iii) the Receivables Interest would exceed 100%. Nothing in this Agreement shall be equal deemed to be or construed as a commitment by any Conduit Purchaser to purchase or reinvest in the Aggregate Capital immediately prior to such receiptPool Assets or the Receivables Interest.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments Ratable Share of the Committed Purchasers in their respective Purchaser Groups) make Purchases purchases (as described below)and deemed purchases) of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that an LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any ) and, on the terms of and subject to the conditions of this Agreement, each LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date, . Notwithstanding the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions requirement set forth in this Agreementparagraph (a) or otherwise herein that all Funded Purchases hereunder by Conduits and Committed Purchasers be made ratably, to makebased on the Ratable Share of their respective Purchaser Groups or based on their respective Commitments, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”x) in additional Pool Receivables, at any time when any Purchaser Group’s Actual Share of the associated Related Security and Collections acquired by Exposure would be less than its Ratable Share of the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that Exposure after giving effect to such ReinvestmentFunded Purchase, the Aggregate Capital immediately after such receipt and corresponding Reinvestment Funded Purchase (or portion thereof) shall be equal to made on a non ratable basis by the Aggregate Capital Purchasers in such Purchaser Group with the largest Deficient Share immediately prior to such receiptFunded Purchase in an amount equal to the lesser of (i) the amount by which, after giving effect thereto, such Purchaser Group would no longer have the largest Deficient Share (or, if after giving effect to the entire amount of any requested Funded Purchase by such Purchaser Group, such Purchaser Group would continue to have the largest Deficient Share, the entire amount of such requested Funded Purchase) and (ii) the amount by which, after giving effect thereto, such Purchaser Group’s Actual Share of the Exposure would equal its Ratable Share of the Exposure and (y) at any time after giving effect to the preceding clause (x), each Purchaser Group’s Actual Share of its Exposure equals its Ratable Share of its Exposure, such Funded Purchase (or portion thereof) by (A) the Conduit Purchasers shall be made ratably (based on the Ratable Share of their respective Purchaser Groups) and (B) the Related Committed Purchasers shall be made ratably (based on their respective Commitments). Notwithstanding further anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment, minus (B) the LC Participation Amount with respect to the related LC Bank, (ii) the Exposure would exceed the Purchase Limit, (iii) Aggregate LC Participation Amount would exceed the lesser of (A) the aggregate of the Commitments of the XX Xxxxx and (B) the LC Sublimit and (iv) the LC Participation Amount with respect to any LC Bank would exceed such LC Bank’s Commitment. The Seller may use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the XX Xxxxx (ratably, based on the outstanding amounts funded by each LC Bank) pursuant to Section 1.14 below.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) request that the Uncommitted Purchasers, or, only if there an Uncommitted Purchaser denies such request or is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b), concerning reinvestments, at no time will an Uncommitted Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each purchase requested pursuant to Section 1,2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date; provided, based on the applicable that under no circumstances shall any Purchaser Group’s Group Commitment Percentage of each make any Purchase requested (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.2(b1.1(b)) if after giving effect to such Purchase, (andi) the aggregate of such Purchaser’s Capital would exceed its Commitment (or, in the case of each any Uncommitted Purchaser, the aggregate of such Uncommitted Purchaser’s Capital, together with the Capital of its Related Committed Purchaser Purchasers, would exceed the aggregate of the Commitments of its Related Committed Purchasers), less, if applicable (in the case of any Related Committed Purchaser), the then outstanding principal balance of any amounts funded by such Related Committed Purchaser, in its capacity as a Liquidity Provider under the Liquidity Agreement, (ii) the Aggregate Capital would (after giving effect to all Purchases and reinvestments on such date) exceed the Purchase Limit, (iii) with respect to any Purchaser Group, its the aggregate Capital of all Purchasers in such Purchaser Group would exceed the Group Commitment Percentage of for such Purchaser Group, (iv) the Purchased Interest, taking into account any amounts set aside pursuant to the first proviso to Section 1.4(b)(ii), would exceed 100%, (v) the aggregate outstanding amount of the Capital funded by such Purchaser would exceed (A) the Commitment set forth opposite its name on the signature page hereto, as the same may be reduced from time to time pursuant to Section 1.1(b), minus (B) in the case of any LC Participant, such LC Participant’s Group Commitment Percentage Pro Rata Share of such Purchase)the face amount of any outstanding Letters of Credit or (vi) the aggregate outstanding Capital plus the LC Participation Amount would exceed the Purchase Limit. If at 1469571 09039541 The Seller may, subject to the requirements and conditions herein, use the proceeds of any time any Collections are received Funded Purchase by the Servicer prior Purchasers hereunder to satisfy its Reimbursement Obligation to the Facility Termination DateLC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15 below. In addition, in the event the Seller hereby requests fails to reimburse the LC Bank and each Purchaserapplicable LC Participant for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.15 below, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Funded Purchase from the Uncommitted Purchasers or Related Committed Purchasers, as applicable, hereby agreeson such date, subject pursuant to the terms and conditions hereof, in an amount equal to the amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase paragraph (each, a “Reinvestment”a) in additional Pool Receivables(and the other requirements and conditions herein), the associated Uncommitted Purchasers or Related Security Committed Purchasers, as applicable, shall fund such deemed Funded Purchase request and Collections acquired by deliver the Seller with each proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and every Collection received by the Servicer as and applicable LC Participants in satisfaction of the Seller’s Reimbursement Obligation pursuant to Section 1.15 below, to the extent contemplated in Section 1.4(b) of the amounts permitted to be funded by the Uncommitted Purchasers or Related Committed Purchasers, as applicable, at such that after giving effect to such Reinvestmenttime, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipthereunder.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided, however, that under no circumstances shall any time Purchaser make any Collections are received by the Servicer prior to the Facility Termination DatePurchase or reinvestment hereunder if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or reinvestment (i) such Purchaser’s aggregate Capital would exceed its Commitment, (ii) the Aggregate Capital immediately would (after giving effect to all Purchases and reinvestments on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit or (iii) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or or, (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request is unable to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Sellerfund, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments), in each case, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination DateDate or, if earlier, the Purchaser Termination Date with respect to such Related Committed Purchaser, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ) and, on the terms and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by the Servicer prior to time before the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject . Notwithstanding anything to the terms and conditions contrary set forth in this Agreement, to makeunder no circumstances shall any Purchaser make any Purchase hereunder if, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase (i) such Purchaser’s aggregate Capital would exceed its Commitment, (ii) the Aggregate Capital immediately plus the LC Participation Amount would (after giving effect to all Purchases on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Purchase Limit, (iii) the sum of (A) the aggregate Capital immediately prior to of such receiptPurchaser, plus (B) the aggregate Capital of each other Purchaser in its Purchaser Group, plus (C) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed the Group Commitment of such Purchaser’s Purchaser Group or (iv) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), request that the Related Committed Purchasers Purchasers, ratably make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to SECTION 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments undivided percentage ownership interests with respect to the Purchased Interest from the Seller from time to time from before the Closing Date to (but excluding) the Purchaser Group Facility Termination DateDate for such Related Committed Purchaser's Purchaser Group, based on the applicable Purchaser Group’s Group Commitment Percentage 's Ratable Share of each Purchase purchase requested pursuant to Section 1.2(bSECTION 1.2(a) (andeach a "Purchase")(and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage 's Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such Reinvestment, date) exceed the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereinafter set forth, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Uncommitted Purchasers, or (y) or, only if there an Uncommitted Purchaser denies such request or is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest Participation from the Seller from time to time during the period from the date hereof to the Facility Termination Date (each such purchase is referred to herein as each, a “Purchase”). At no time will an Uncommitted Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided, however, that under no circumstances shall any time Purchaser make any Collections are received by the Servicer prior to the Facility Termination Datesuch Purchase or reinvestment if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or reinvestment, (i) the aggregate of such Purchaser’s Investment would exceed its Commitment or, in the case of any Uncommitted Purchaser, the Aggregate Capital immediately after aggregate of such receipt and corresponding Reinvestment shall be equal Uncommitted Purchaser’s Investment (including, for the avoidance of doubt, any portion of such Uncommitted Purchaser’s Investment being funded by its Liquidity Banks solely pursuant to a Liquidity Agreement at such time), together with the Investments of its Related Committed Purchasers, would exceed the aggregate of the Commitments of its Related Committed Purchasers, (ii) the Aggregate Capital immediately prior Investment would (after giving effect to all Purchases and reinvestments on such receiptdate) exceed the Purchase Limit, (iii) with respect to any Purchaser Group, the aggregate Investment of all Purchasers in such Purchaser Group would exceed the Group Commitment for such Purchaser Group or (iv) the Participation would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)purchases of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage of such Purchase) and, on the terms of and subject to the conditions hereof, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws). If at any , undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date. Notwithstanding anything set forth in this Section 1.1(a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase (including, without limitation, any Funded Purchase deemed requested by the Seller hereby requests and each Purchaserpursuant to Section 1.1(c) or 1.18(a)) or reinvestment or the LC Bank issue any Letters of Credit hereunder, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On Upon the terms and subject to the conditions hereof of this Agreement (including Section 1.2(c) belowincluding, without limitation, Article VI), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before prior to the Facility Termination Date, Seller may request that the Purchaser Groups purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections (x) which interest shall be held by the Conduit Purchasers ratably (based Agent on the aggregate Commitments behalf of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”Purchasers). Each Uncommitted Purchaser may (in its sole discretion), and each Related Committed Purchaser severally hereby agreesagrees to, make Incremental Purchases, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) hereof before the Facility Termination Date, ratably based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Incremental Purchase requested pursuant to Section 1.2(b) 1.2 (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided that no Purchase shall be made by any time any Collections are received by the Servicer prior to the Facility Termination DatePurchaser if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to thereto, either (i) if such ReinvestmentPurchaser is a Related Committed Purchaser, such Purchaser’s aggregate Invested Amount would exceed its Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment for such Purchaser’s Purchaser Group, (iii) the aggregate of the Receivable Interests would exceed 100% or (iv) the Aggregate Capital immediately after such receipt and corresponding Reinvestment Invested Amount would exceed the Purchase Limit. It is the intent of the Conduit Purchasers to fund any Purchases hereunder through the issuance of Commercial Paper. If any Purchaser funds or refinances its investment in a Receivable Interest through any means other than the issuance of Commercial Paper, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the applicable Yield Rate in accordance with Article IV hereof. Nothing herein shall be equal deemed to the Aggregate Capital immediately prior constitute a commitment of any Conduit Purchaser to such receiptissue Commercial Paper.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably make purchases (based on the aggregate Commitments and deemed purchases) of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent)) or if the applicable Purchaser Group does not include a Conduit Purchaser, the Related Committed Purchasers in the applicable Purchaser Group ratably make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Banks xxxxx xr cause the issuance of Letters of Credit (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based and, on the applicable Purchaser Group’s Group Commitment Percentage terms of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions of this Agreement, each LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Termination Date. Notwithstanding anything set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”Section 1.1(a) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and or otherwise herein to the extent contemplated contrary, under no circumstances shall any Purchaser be required to make any purchase or reinvestment hereunder (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.14(a)) or to issue any Letter of Credit hereunder, in Section 1.4(b) such that either case, if, after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to ratably request that the SellerRelated Committed Purchasers, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination DateDate or, if earlier, the Purchaser Termination Date with respect to such Related Committed Purchaser, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided, however, that under no circumstances shall any time Purchaser make any Collections are received by the Servicer prior to the Facility Termination DatePurchase or reinvestment hereunder if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or reinvestment (i) such Purchaser’s aggregate Capital would exceed its Commitment, (ii) the Aggregate Capital immediately would (after giving effect to all Purchases and reinvestments on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit or (iii) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make Funded Purchases. Each Funded Purchase shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s Ratable Share of each Funded Purchase shall be made and funded (x) the if such Purchaser Group contains a Conduit Purchasers ratably Purchaser and such Conduit Purchaser elects (based on the aggregate Commitments in its sole discretion) to make and fund such portion of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)such Funded Purchase, by such Conduit Purchaser, or (y) only if there is such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in the applicable such Purchaser Group declines (in its sole discretion) to make or if a Conduit fund such portion of such Funded Purchase, by the Committed Purchaser (i) denies a request to purchase, or in such Purchaser Group and (ii) is otherwise unable request that the LC Bank issue or unwilling to fund such Purchase (and provides written notice cause the issuance of such Letters of Credit, in each case subject to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage of such Purchase) and, on the terms of and subject to the conditions hereof, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws). If at any , undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date. Notwithstanding anything set forth in this Section 1.1(a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase (including, without limitation, any Funded Purchase deemed requested by the Seller hereby requests and each Purchaserpursuant to Section 1.1(c) or 1.18(a)) or reinvestment or the LC Bank issue any Letters of Credit hereunder, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, subject to Section 1.22 (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments Ratable Share of the Committed Purchasers in their respective Purchaser Groups) make Purchases purchases (as described below)and deemed purchases) of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that an LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any ) and, on the terms of and subject to the conditions of this Agreement, each LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date, . Notwithstanding the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions requirement set forth in this Agreementparagraph (a) or otherwise herein that all Funded Purchases hereunder by Conduit Purchasers and Committed Purchasers be made ratably, to makebased on the Ratable Share of their respective Purchaser Groups or based on their respective Commitments, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”x) in additional Pool Receivables, at any time when any Purchaser Group’s Actual Share of the associated Related Security and Collections acquired by Exposure would be less than its Ratable Share of the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that Exposure after giving effect to such ReinvestmentFunded Purchase, the Aggregate Capital immediately after such receipt and corresponding Reinvestment Funded Purchase (or portion thereof) shall be equal to made on a non ratable basis by the Aggregate Capital Purchasers in such Purchaser Group with the largest Deficient Share immediately prior to such receiptFunded Purchase in an amount equal to the lesser of (i) the amount by which, after giving effect thereto, such Purchaser Group would no longer have the largest Deficient Share (or, if after giving effect to the entire amount of any requested Funded Purchase by such Purchaser Group, such Purchaser Group would continue to have the largest Deficient Share, the entire amount of such requested Funded Purchase) and (ii) the amount by which, after giving effect thereto, such Purchaser Group’s Actual Share of the Exposure would equal its Ratable Share of the Exposure and (y) at any time after giving effect to the preceding clause (x), each Purchaser Group’s Actual Share of its Exposure equals its Ratable Share of its Exposure, such Funded Purchase (or portion thereof) by (A) the Conduit Purchasers shall be made ratably (based on the Ratable Share of their respective Purchaser Groups) and (B) the Related Committed Purchasers shall be made ratably (based on their respective Commitments); provided, however, that if a Conduit Purchaser Rate Event has occurred and is continuing with respect to a Conduit Purchaser in any Purchaser Group and the Seller shall have elected pursuant to Section 1.22, (i) such Purchaser Group shall be excluded from any requirement to make any Funded Purchase under this Section 1.1(a) and any such Funded Purchase shall be made by Purchasers other than any Purchasers in an Excluded Purchaser Group and (ii) each calculation of “Ratable Share”, “Actual Share”, “Exposure” and “Deficient Share”, solely for purposes of this Section 1.1(a), shall be determined without giving effect to any Excluded Purchaser Group, in each case, for so long as may be designated by the Seller pursuant to Section 1.22. Notwithstanding anything to the contrary set forth in this paragraph (a), under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment, minus (B) the LC Participation Amount with respect to the related LC Bank, (ii) Exposure would exceed the Purchase Limit, (iii) Aggregate LC Participation Amount would exceed the lesser of (A) the aggregate of the Commitments of the XX Xxxxx and (B) the LC Sublimit and (iv) LC Participation Amount with respect to any LC Bank would exceed such LC Bank’s Commitment. The Seller may use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the XX Xxxxx (ratably, based on the outstanding amounts funded by each LC Bank) pursuant to Section 1.14(b) below.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase ratably request that the Related Committed Purchasers, make purchases (and provides written notice deemed purchases) of such and reinvestments in undivided percentage ownership interests with regard to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination DateDate or, if earlier, the Purchaser Termination Date with respect to such Related Committed Purchaser, based on the applicable Purchaser Group’s Group Commitment Percentage 's Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage 's Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant's Pro Rata Share of such draws). If at any , undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Purchaser make any purchase or reinvestment (including, the without limitation, any Purchases deemed to have been requested by Seller hereby requests and each Purchaserpursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser's Purchaser Group would exceed (A) its Purchaser Group's Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the Related LC Participant's Pro Rata Share of the LC Participation Amount, (ii) Aggregate Capital immediately plus the LC Participation Amount would exceed the Purchase Limit, (iii) Purchased Interest would exceed 100%, or (iv) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants. The Seller may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. Each of the parties hereto hereby acknowledges and agrees that from and after the date hereof, the Purchaser Group that includes Xxxxx, as Purchaser Agent and Purchaser, shall not include a Conduit Purchaser (unless and until a Conduit Purchaser shall later join such receipt Purchaser Group pursuant to the terms hereof), and corresponding Reinvestment each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a)(i) shall be equal deemed to be a request that the Aggregate Related Committed Purchasers in Xxxxx' Purchaser Group make their ratable share of such Purchase. For the avoidance of doubt, the Discount with respect to each Portion of Capital immediately prior to funded or maintained by such receiptRelated Committed Purchasers shall accrue at the Alternate Rate, rather than the CP Rate.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, but solely in the case of purchases (each such purchase is referred and not reinvestments), subject to herein as the related Funding Plan. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage 's Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a "Purchase") (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage 's Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such Reinvestment, date) exceed the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, subject to Section 1.22 (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments Ratable Share of the Committed Purchasers in their respective Purchaser Groups) make Purchases purchases (as described below)and deemed purchases) of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that an LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any ) and, on the terms of and subject to the conditions of this Agreement, each LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date, . Notwithstanding the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions requirement set forth in this Agreementparagraph (a) or otherwise herein that all Funded Purchases hereunder by Conduit Purchasers and Committed Purchasers be made ratably, to makebased on the Ratable Share of their respective Purchaser Groups or based on their respective Commitments, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”x) in additional Pool Receivables, at any time when any Purchaser Group’s Actual Share of the associated Related Security and Collections acquired by Exposure would be less than its Ratable Share of the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that Exposure after giving effect to such ReinvestmentFunded Purchase, the Aggregate Capital immediately after such receipt and corresponding Reinvestment Funded Purchase (or portion thereof) shall be equal to made on a non ratable basis by the Aggregate Capital Purchasers in such Purchaser Group with the largest Deficient Share immediately prior to such receiptFunded Purchase in an amount equal to the lesser of (i) the amount by which, after giving effect thereto, such Purchaser Group would no longer have the largest Deficient Share (or, if after giving effect to the entire amount of any requested Funded Purchase by such Purchaser Group, such Purchaser Group would continue to have the largest Deficient Share, the entire amount of such requested Funded Purchase) and (ii) the amount by which, after 740811803 17540157 giving effect thereto, such Purchaser Group’s Actual Share of the Exposure would equal its Ratable Share of the Exposure and (y) at any time after giving effect to the preceding clause (x), each Purchaser Group’s Actual Share of its Exposure equals its Ratable Share of its Exposure, such Funded Purchase (or portion thereof) by (A) the Conduit Purchasers shall be made ratably (based on the Ratable Share of their respective Purchaser Groups) and (B) the Related Committed Purchasers shall be made ratably (based on their respective Commitments); provided, however, that if a Conduit Purchaser Rate Event has occurred and is continuing with respect to a Conduit Purchaser in any Purchaser Group and the Seller shall have elected pursuant to Section 1.22, (i) such Purchaser Group shall be excluded from any requirement to make any Funded Purchase under this Section 1.1(a) and any such Funded Purchase shall be made by Purchasers other than any Purchasers in an Excluded Purchaser Group and (ii) each calculation of “Ratable Share”, “Actual Share”, “Exposure” and “Deficient Share”, solely for purposes of this Section 1.1(a), shall be determined without giving effect to any Excluded Purchaser Group, in each case, for so long as may be designated by the Seller pursuant to Section 1.22. Notwithstanding anything to the contrary set forth in this paragraph (a), under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment, minus (B) the LC Participation Amount with respect to the related LC Bank, (ii) Exposure would exceed the Purchase Limit, (iii) Aggregate LC Participation Amount would exceed the lesser of (A) the aggregate of the Commitments of the XX Xxxxx and (B) the LC Sublimit and (iv) LC Participation Amount with respect to any LC Bank would exceed such LC Bank’s Commitment. The Seller may use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the XX Xxxxx (ratably, based on the outstanding amounts funded by each LC Bank) pursuant to Section 1.14(b) below.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), request that the Related Committed Purchasers Purchasers, ratably make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to SECTION 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments undivided percentage ownership interests with respect to the Purchased Interest from the Seller from time to time from before the Closing Date to (but excluding) the Purchaser Group Facility Termination DateDate for such Related Committed Purchaser's Purchaser Group, based on the applicable Purchaser Group’s Group Commitment Percentage 's Ratable Share of each Purchase purchase requested pursuant to Section 1.2(bSECTION 1.2(a) (each a "Purchase") (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage 's Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such Reinvestment, date) exceed the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the each applicable Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (from time to time from the date hereof to each such purchase is referred applicable Facility Termination Date. Subject to herein as Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) the before its applicable Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase as requested pursuant to Section 1.2(b1.2(a) (each, a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, based on its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior ) to the Facility Termination Dateextent its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such date) exceed the Purchase Limit. Subject to the foregoing, each of the parties hereto hereby agrees that, solely on a one time basis on the date hereof, each of (i) the Purchaser Group that includes PNC Bank, National Association, (ii) the Purchaser Group that includes U.S. Bank National Association, (iii) the Purchaser Group that includes The PrivateBank and Trust Company and (iv) the Purchaser Group that includes The Huntington National Bank shall each make a non-pro rata advance to the Seller, in each case, in the amount set forth in the table on Schedule VI, and the Seller shall make a non-pro rata paydown to cause the reduction of the Investment of each of (i) the Purchaser Group that include Wachovia, (ii) the Purchaser Group that include Fifth Third and (iii) GECC in the amount set forth in the table on Schedule VI. After giving effect to such non-pro rata advance and non-pro rata paydown, the Seller hereby requests Investment of each Purchaser (solely as of the Closing Date and each Purchaser, as applicable, hereby agrees, subject after giving effect to the terms non-pro rata advances and conditions payments described in this paragraph above) shall be as set forth in the table on Schedule VI. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, (i) each of the Seller, VFCC, as Conduit Purchaser under the Original Agreement, and Wachovia, as Purchaser Agent and Related Committed Purchaser with respect to makeVFCC under the Original Agreement, simultaneously with such receipthereby agrees that the aggregate of the Investments under the Original Agreement of each Purchaser within the Purchaser Group which included VFCC under the Original Agreement shall be deemed to have been purchased by Wachovia, a reinvestment purchase as the Related Committed Purchaser related to Wachovia, on the Closing Date and (each, a “Reinvestment”ii) in additional Pool Receivables, the associated Related Security and Collections acquired by each of the Seller and Fifth Third, as Conduit Purchaser, as Purchaser Agent and Related Committed Purchaser with respect to Firth Third, as Conduit Purchaser, hereby agrees that the aggregate of the Investments under the Original Agreement of each and every Collection received by Purchaser within the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment Purchaser Group which includes Fifth Third shall be equal deemed to have been purchased by Fifth Third, as the Aggregate Capital immediately prior Related Committed Purchaser related to such receiptFifth Third, on the Closing Date.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably make purchases (based on the aggregate Commitments and deemed purchases) of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent)) or if the applicable Purchaser Group does not include a Conduit Purchaser, the Related Committed Purchasers in the applicable Purchaser Group ratably make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the XX Xxxxx issue or cause the issuance of Letters of Credit (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based and, on the applicable Purchaser Group’s Group Commitment Percentage terms of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions of this Agreement, each LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Termination Date. Notwithstanding anything set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”Section 1.1(a) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and or otherwise herein to the extent contemplated contrary, under no circumstances shall any Purchaser be required to make any purchase or reinvestment hereunder (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.14(a)) or to issue any Letter of Credit hereunder, in Section 1.4(b) such that either case, if, after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases purchases (as described below)and deemed purchases) of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage minus (B) the related LC Participant’s Pro Rata Share of such Purchase)the LC Participation Amount, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) LC Participation Amount would exceed the lesser of (A) the aggregate of the Commitments of the LC Participants and (B) $200,000,000. If at The Seller may use the proceeds of any time any Collections are received purchase by the Servicer prior Purchasers hereunder to satisfy its Reimbursement Obligation to the Facility Termination DateLC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. Each of the parties hereto hereby acknowledges and agrees that from and after the date hereof, the Seller hereby requests and each PurchaserPurchaser Group that includes Xxxxx, as applicablePurchaser Agent, hereby agrees, subject shall not include a Conduit Purchaser (unless and until a Conduit Purchaser shall later join such Purchaser Group pursuant to the terms hereof) and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired each request by the Seller with each and every Collection received for ratable Purchases by the Servicer Conduit Purchasers pursuant to Section 1.1(a)(i) shall include such a request of the Related Committed Purchasers in the Purchaser Group that includes Xxxxx, as and to Purchaser Agent. For the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentavoidance of doubt, the Aggregate Discount with respect to each Portion of Capital immediately after funded or maintained by such receipt and corresponding Reinvestment Related Committed Purchasers shall be equal to accrue at the Aggregate Capital immediately prior to such receiptAlternate Rate.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Administrative Agent on behalf of each of the Conduit Purchasers ratably (Purchasers, based on the aggregate Commitments of the Committed Purchasers in their respective its Purchaser Groups) make Purchases (as described below)Group’s Ratable Share, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser denies such request or is unable to fund or otherwise fails to comply with such request, ratably require that the Administrative Agent, on behalf of the related Alternate Purchasers based on their respective Percentages, make such purchases (ieach, a “Purchase”) of undivided percentage ownership interests with regard to the Receivables Interest from the Seller from time to time from the date hereof. If a Conduit Purchaser denies such a request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written Conduit Purchaser shall provide notice of such thereof to the Seller, the Servicer, Administrative Agent and the Administrator and its applicable Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Alternate Purchaser severally hereby agreesshall, on the terms and subject to the conditions hereof, upon the Seller’s request and related Conduit Purchaser’s denial or other failure to make a Purchase, fund Purchases of and Reinvestments from before the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable its Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to under Section 1.2(b1.2(a) (and, in the case of each Committed Alternate Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchaserespective Percentage). If at any time any Collections are received by the Servicer prior to the Facility Furthermore, on each Business Day that is not a Termination DateDay, the Seller hereby requests and each Purchaser, may make Reinvestments out of collections as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired contemplated by Section 1.4(b)(ii). Under no circumstances shall any Purchaser fund any Purchase or shall the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that make any Reinvestment hereunder if, after giving effect to such ReinvestmentPurchase or Reinvestment (i) such Purchaser’s Capital would exceed its Maximum Purchase Amount, (ii) the Aggregate Capital immediately would (after giving effect to all Purchases and Reinvestments on such receipt and corresponding Reinvestment date) exceed the Program Limit or (iii) the Receivables Interest would exceed 100%. Nothing in this Agreement shall be equal deemed to be or construed as a commitment by any Conduit Purchaser to purchase or reinvest in the Aggregate Capital immediately prior to such receiptPool Assets or the Receivables Interest.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereinafter set forth, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request Issuer hereby agrees to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Sellermake reinvestments in and, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases if so requested in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on the terms accordance with and subject to the conditions hereofterms of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Purchases participation advances in connection with any draws under such Letters of and Reinvestments Credit equal to such LC Participant's Pro Rata Share thereof), undivided variable percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior date hereof to the Facility Termination Date. The Seller may, subject to the remainder of this paragraph (a) and the other requirements and conditions herein, use the proceeds of any purchase or reinvestment by the Issuer, hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. In addition, in the event the Seller fails to reimburse the LC Bank and each applicable LC Participant for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.14, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new purchase from the Issuer on such date, pursuant to the terms hereof, in an amount equal to the amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth in the remainder of this paragraph (a), below (and otherwise herein), the Seller hereby requests Issuer shall fund such deemed purchase request and each Purchaserdeliver the proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and the applicable LC Participants in satisfaction of the Seller's Reimbursement Obligation pursuant to Section 1.14, below, to the extent of the amounts permitted to be funded by the Issuer, at such time, hereunder. Notwithstanding anything set forth in this paragraph (a), or otherwise herein to the contrary, under no circumstances shall any Purchaser make any such purchase or reinvestment (including, without limitation, any deemed purchases by the Issuer pursuant to the immediately preceding paragraphs of this Section 1.1(a)), or issue any Letter of Credit, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentpurchase, reinvestment or issuance, the Aggregate (i) aggregate outstanding amount of the Capital immediately after funded by such receipt and corresponding Reinvestment Purchaser shall exceed (A) the Commitment set forth opposite its name on the signature page hereto, as the same may be equal reduced from time to time pursuant to Section 1.1(b), minus (B) in the Aggregate case of any LC Participant such LC Participant's Pro Rata Share of the face amount of any outstanding Letters of Credit or (ii) the aggregate outstanding Capital immediately prior to such receiptplus the LC Participation Amount would exceed the Purchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request or is unable to purchasefund, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to ratably request that the SellerRelated Committed Purchasers, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller pursuant to Section 1.1(b) and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of such Purchase)the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants. If at The Seller may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any time any Collections are received purchase by the Servicer prior Purchasers hereunder to satisfy its Reimbursement Obligation to the Facility Termination LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. Each of the parties hereto hereby acknowledges and agrees that from and after the Closing Date, the Seller hereby requests Purchaser Groups that includes PNC and Regions, as a Purchaser Agent and as 729565239 15494375 2 a Purchaser, shall not include a Conduit Purchaser, and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired request by the Seller with each and every Collection received for ratable Purchases by the Servicer as and Conduit Purchasers pursuant to the extent contemplated in Section 1.4(b1.1(a)(i) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal deemed to be a request that the Aggregate Capital immediately prior to Related Committed Purchasers in PNC’s and Regions’ Purchaser Group make their ratable share of such receiptPurchases.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of such Purchase)the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants. If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the The Seller hereby requests and each Purchaser, as applicable, hereby agreesmay, subject to this paragraph (a) and the terms other requirements and conditions set forth in this Agreementherein, to make, simultaneously with such receipt, a reinvestment use the proceeds of any purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and every Collection received the LC Participants (ratably, based on the outstanding amounts funded by the Servicer as LC Bank and each such LC Participant) pursuant to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt1.14 below.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). If any such Purchase occurs when the Group Commitment Percentage of any Purchaser Group exceeds its Group Capital Percentage due to an increase in any Commitment pursuant to Sections 1.1(d) and (e), the initial portion of such Purchase necessary to cause such Purchaser Group’s Group Commitment Percentage to be equal to its Group Capital Percentage shall be funded solely by the Purchasers in such Purchaser Group (or if there are more than one such Purchaser Groups whose Group Commitment Percentages exceed their Group Capital Percentages, ratably by the Purchasers in such Purchaser Groups) and the remaining portion (if any) of such Purchase shall be funded ratably (based on the relative Group Commitment Percentages of the various Purchaser Groups) by the Purchasers in all Purchaser Groups. Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws). If at any , undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date; provided, the Seller hereby requests and each Purchaserthat under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.Purchase:

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”). Each Committed Purchaser severally hereby agrees, on Upon the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller may, at its option, from time to time during the period from the Closing Date date hereof to (but excluding) not including the Facility Termination Date, based sell and assign Purchaser Interests to the Administrative Agent, for the benefit of each Purchaser Group, whereupon (i) each of the Committed Purchasers (other than the Liquidity Banks) shall instruct the Administrative Agent to purchase a Purchaser Interest on the applicable its Purchaser Group’s behalf, and (ii) the Xxxxxxxx Group Commitment Percentage of each Purchase requested pursuant Agent may, at its option, instruct the Administrative Agent to Section 1.2(b) (and, in the case of each Committed Purchaser in purchase a Purchaser Interest on Xxxxxxxx’x behalf, or if Xxxxxxxx shall decline to purchase, the Administrative Agent shall purchase a Purchaser Interest, on behalf of Xxxxxxxx’x Liquidity Banks; provided, however, that (A) the Purchase Prices for the Purchaser Interests sold on any given Business Day shall be ratable in accordance with each Purchaser Group’s respective Percentage, its Commitment Percentage and (B) in no event shall the aggregate Capital outstanding hereunder from any Purchaser Group exceed the lesser of (1) such Purchaser Group’s Group Purchase Limit and (2) the Commitment Percentage of Availability for such Purchase)Purchaser Group. If at any time any Collections are received by the Servicer prior Seller hereby assigns, transfers and conveys to the Facility Termination DateAdministrative Agent, for the Seller ratable benefit of the Purchaser Groups in accordance with their respective Percentages, and the Administrative Agent hereby requests acquires, all of Seller’s now owned and each Purchaserexisting and hereafter arising or acquired right, as applicable, hereby agrees, subject to the terms title and conditions set forth interest in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchaser Interests.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in and, if so requested in accordance with and subject to the terms of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase from time to time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser that is referred not also a Related Committed Purchaser have any obligation to herein as make a “Purchase”). Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase)) to the extent its Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases on such date) exceed the Purchase Limit. If at The Seller may, subject to the remainder of this paragraph (a) and the other requirements and conditions herein, use the proceeds of any time any Collections are received purchase or reinvestment by the Servicer prior Purchasers hereunder to satisfy its Reimbursement Obligation to the Facility Termination DateLC Bank pursuant to Section 1.14 below. In addition, in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.14 below, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Purchase from the Purchasers on such date, pursuant to the terms hereof, in an amount equal to the amount of such Reimbursement Obligation that is due and owing at such time. Subject to the limitations on funding set forth in the remainder of this paragraph (a) below (and the other requirements and conditions herein), the Seller hereby requests Purchasers shall fund such deemed purchase request and each Purchaserdeliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank in satisfaction of the Seller’s Reimbursement Obligation pursuant to Section 1.14 below, to the extent of the amounts permitted to be funded by the Purchasers, at such time, hereunder. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any such purchase or reinvestment (including, without limitation, any deemed purchases by the Purchasers pursuant to the immediately preceding paragraphs of this Section 1.1(a)), or issue any Letter of Credit, as applicable, hereby agreesif, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestmentpurchase, reinvestment or issuance, (i) the aggregate outstanding amount of the Investment funded by such Purchaser shall exceed (A) its Purchaser Group’s Group Commitment, as the same may be reduced from time to time pursuant to Section 1.1(b), minus (B) in the case of the LC Bank, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to face amount of any outstanding Letters of Credit or (ii) the Aggregate Capital immediately prior to such receiptInvestment plus the LC Amount would exceed the Purchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date; provided, however, that under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of such Purchase)the face amount of any outstanding Letters of Credit or (ii) the aggregate outstanding Capital plus the LC Participation Amount would exceed the Purchase Limit. If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the The Seller hereby requests and each Purchaser, as applicable, hereby agreesmay, subject to the terms requirements and conditions set forth in this Agreementherein, use the proceeds of any purchase by the Purchasers, hereunder, to makesatisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, based on the associated Related Security and Collections acquired outstanding amounts funded by the Seller with LC Bank and each and every Collection received by the Servicer as and such LC Participant) pursuant to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt1.15 below.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereof of this Agreement (including Section 1.2(c) belowincluding, without limitation, Article VI), the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before prior to the Facility Termination Date, Seller may request that the Purchaser Groups purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections (x) which interest shall be held by the Conduit Purchasers ratably (based Agent on the aggregate Commitments behalf of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below), or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as a “Purchase”Purchasers). Each Uncommitted Purchaser may (in its sole discretion), and each Related Committed Purchaser severally hereby agreesagrees to, make Incremental Purchases, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) hereof before the Facility Termination Date, ratably based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Incremental Purchase requested pursuant to Section 1.2(b) 1.2 (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided that no Purchase shall be made by any time any Collections are received by the Servicer prior to the Facility Termination DatePurchaser if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect thereto, either (i) if such Purchaser is a Related Committed Purchaser, such Purchaser’s aggregate Invested Amount would exceed its Available Commitment, (ii) the Group Invested Amount would exceed the Group Commitment for such Purchaser’s Purchaser Group, or (iii) the aggregate of the Receivable Interests would exceed 100%. It is the intent of the Conduit Purchasers to such Reinvestmentfund any Purchases hereunder through the issuance of Commercial Paper. If any Purchaser funds or refinances its investment in a Receivable Interest through any means other than the issuance of Commercial Paper, in lieu of paying CP Costs on the Aggregate Capital immediately after such receipt and corresponding Reinvestment Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the applicable Yield Rate in accordance with Article IV hereof. Nothing herein shall be equal deemed to the Aggregate Capital immediately prior constitute a commitment of any Conduit Purchaser to such receiptissue Commercial Paper.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser AgentAgent (it being understood that such Conduit Purchaser shall be required to give such notice)), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) purchases before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that its Capital would not thereby exceed its Commitment and the Aggregate Capital would not (after giving effect to all Purchases on such Reinvestment, date) exceed the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptPurchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) request that the Conduit Purchasers, or, only if a Conduit Purchaser denies such request or is unable to fund, ratably request that the Related Committed Purchasers, make Purchases purchases (as described below)and deemed purchases) ofrequest that the Purchasers make purchases from the Seller of, and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller. Each purchase requested by the Seller pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Purchaser Groups, and each Purchaser Group’s Ratable Share of each Purchase shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Purchase, by such Conduit Purchaser, or (y) only if there is such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in the applicable such Purchaser Group declines (in its sole discretion) to make or if a Conduit fund such portion of such Purchase, by the Related Committed Purchaser (i) denies a request to purchase, or in such Purchaser Group and (ii) is otherwise unable request that the LC Bank issue or unwilling to fund such Purchase (and provides written notice cause the issuance of such Letters of Credit, in each case subject to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Committed Purchasers ratably make purchases in the Purchased Interest from the Seller terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). The Seller may also, subject to the terms and conditions set forth in Section 1.2, request Swingline Purchases from the Swingline Purchaser. Subject to Section 1.4(b), concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination DateDate or, if earlier, the Purchaser Termination Date with respect to such Related Committed Purchaser, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro RataRatable Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date. Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment Percentage (as the same may be reduced from time to time pursuant to Section 1.1(c)), minus (B) the Related LC Participant’s Pro RataRatable Share of the LC Participation Amount, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) Purchased Interest would exceed 100%, or (iv) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants.. The Seller may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below. Each of the parties hereto hereby acknowledges and agrees that (i) from and after the Fourth Amendment Effective Date, the Purchaser Group that includes Regions, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a)(i) shall be deemed to be a request that the Related Committed Purchasers in Regions’ Purchaser Group make their ratable share of such Purchase and (ii) from and after the Fifth Amendment Effective Date, the Purchaser Group that includes PNC, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a)(i) shall be deemed to be a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of such Purchase). If at any time any Collections are received For the avoidance of doubt, the Discount with respect to each Portion of Capital funded or maintained by the Servicer prior to Related Committed Purchasers in each of Regions’ Purchaser Group and PNC’s Purchaser Group shall accrue at the Facility Termination DateAlternate Rate, rather than the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receiptCP Rate.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (xi) the Conduit Swingline Purchaser make purchases from the Seller of, and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest pursuant to Section 1.2(c) (each such Purchase, a “Swingline Purchase”), and/or (ii) the Purchasers ratably make purchases from the Seller of, and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest. Each purchase requested by the Seller pursuant to Section 1.2(a) (each, a “Purchase”) shall be made ratably (based on Ratable Shares) by the aggregate Commitments of the Committed Purchasers in their respective Purchaser Groups, and each Purchaser Group’s Ratable Share of each Purchase shall be made and funded (i) make Purchases (as described below), or (y) only if there is not such Purchaser Group contains a Conduit Purchaser in the applicable Purchaser Group or if a and such Conduit Purchaser elects (iin its sole discretion) denies a request to purchasemake and fund such portion of such Purchase, by such Conduit Purchaser, or (ii) is otherwise unable if such Purchaser Group does not contain a Conduit Purchaser or unwilling if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such Purchase (and provides written notice portion of such to the SellerPurchase, the Servicer, the Administrator and its Purchaser Agent), by the Committed Purchasers ratably Purchaser in such Purchaser Group. Subject to Section 1.4(b) concerning Reinvestments, at no time will any Conduit Purchaser have any obligation to make purchases in the Purchased Interest from the Seller (each such purchase is referred to herein as or fund a “Purchase”). Each Committed Purchaser hereby severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable equal to its Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(bPurchase; provided, however, that (i) under no circumstances shall the Swingline Purchaser make (and, in the case of each Committed Purchaser in a Purchaser Group, its Commitment Percentage of such Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, or be obligated to make) any Swingline Purchase if after giving effect thereto, simultaneously with (A) the Swingline Capital would exceed the Swingline Sub-Limit or (B) and the Aggregate Capital would (after giving effect to all Purchases and Reinvestments on such receiptdate) exceed the aggregate Commitments of all Purchaser Groups that do not include a Defaulting Purchaser and (ii) under no circumstances shall any Purchaser make (or be obligated to make) any Purchase or Reinvestment (other than a Swingline Purchase) hereunder if, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or Reinvestment (A) the Group Capital of such Purchaser’s Purchaser Group would exceed such Purchaser Group’s Commitment, (B) the Aggregate Capital immediately would (after giving effect to all Purchases and Reinvestments on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit or (C) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)request that the Conduit Purchasers, or (y) or, only if there is not a Conduit Purchaser in the applicable Purchaser Group or if a Conduit Purchaser (i) denies a such request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers ratably Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase is referred from time to herein as time from the date hereof to the Facility Termination Date. Subject to Section 1.4(b), concerning reinvestments, at no time will a “Purchase”)Conduit Purchaser have any obligation to make a purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of and Reinvestments from the Seller from time to time from the Closing Date to (but excluding) before the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase purchase requested pursuant to Section 1.2(b1.2(a) (each a “Purchase”) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at ; provided, however, that under no circumstances shall any time Purchaser make any Collections are received by the Servicer prior to the Facility Termination DatePurchase or reinvestment hereunder if, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such ReinvestmentPurchase or reinvestment (i) such Purchaser’s Aggregate Capital would exceed its Commitment, (ii) the Aggregate Capital immediately would (after giving effect to all Purchases and reinvestments on such receipt and corresponding Reinvestment shall be equal to date) exceed the Aggregate Capital immediately prior to such receiptPurchase Limit or (iii) the Purchased Interest would exceed 100%.

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make Purchases (as described below)purchases of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller (each such purchase or reinvestment is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage of such Purchase). If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions set forth in this Agreement, to make, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”) in additional Pool Receivables, the associated Related Security and Collections acquired by the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the Aggregate Capital immediately prior to such receipt.such

Purchase Facility. (a) On the terms and subject to the conditions hereof (including Section 1.2(c) below)hereof, the Seller may, in addition to each Reinvestment (as described below) hereunder, from time to time before the Facility Termination Date, subject to Section 1.22 (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments Ratable Share of the Committed Purchasers in their respective Purchaser Groups) make Purchases purchases (as described below)and deemed purchases) of and reinvestments in, or (y) only if there is not a Conduit Purchaser in the applicable Purchaser Group denies such request or if a Conduit Purchaser (i) denies a request to purchase, or (ii) is otherwise unable or unwilling to fund such Purchase (and provides written notice of such denial or inability to the Seller, the Servicer, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases in (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that an LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases purchases of and Reinvestments reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to (but excluding) the Facility Termination Date, based on the applicable Purchaser Group’s Group Commitment Percentage Ratable Share of each Purchase requested pursuant to Section 1.2(b1.2(a) (and, in the case of each Related Committed Purchaser in a Purchaser GroupPurchaser, its Commitment Percentage of such its Purchaser Group’s Group Commitment Percentage Ratable Share of such Purchase). If at any ) and, on the terms of and subject to the conditions of this Agreement, each LC Bank hereby agrees to issue Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time any Collections are received by to time from the Servicer prior date hereof to the Facility Termination Date, . Notwithstanding the Seller hereby requests and each Purchaser, as applicable, hereby agrees, subject to the terms and conditions requirement set forth in this Agreementparagraph (a) or otherwise herein that all Funded Purchases hereunder by Conduit Purchasers and Related Committed Purchasers be made ratably, to makebased on the Ratable Share of their respective Purchaser Groups or based on their respective Commitments, simultaneously with such receipt, a reinvestment purchase (each, a “Reinvestment”x) in additional Pool Receivables, at any time when any Purchaser Group’s Actual Share of the associated Related Security and Collections acquired by Exposure would be less than its Ratable Share of the Seller with each and every Collection received by the Servicer as and to the extent contemplated in Section 1.4(b) such that Exposure after giving effect to such ReinvestmentFunded Purchase, the Aggregate Capital immediately after such receipt and corresponding Reinvestment Funded Purchase (or portion thereof) shall be equal to made on a non ratable basis by the Aggregate Capital Purchasers in such Purchaser Group with the largest Deficient Share immediately prior to such receiptFunded Purchase in an amount equal to the lesser of (i) the amount by which, after giving effect thereto, such Purchaser Group would no longer have the largest Deficient Share (or, if after giving effect to the entire amount of any requested Funded Purchase by such Purchaser Group, such Purchaser Group would continue to have the largest Deficient Share, the entire amount of such requested Funded Purchase) and (ii) the amount by which, after giving effect thereto, such Purchaser Group’s Actual Share of the Exposure would equal its Ratable Share of the Exposure and (y) at any time after giving effect to the preceding clause (x), each Purchaser Group’s Actual Share of its Exposure equals its Ratable Share of its Exposure, such Funded Purchase (or portion thereof) by (A) the Conduit Purchasers shall be made ratably (based on the Ratable Share of their respective Purchaser Groups) and (B) the Related Committed Purchasers shall be made ratably (based on their respective Commitments); provided, however, that if a Conduit Purchaser Rate Event has occurred and is continuing with respect to a Conduit Purchaser in any Purchaser Group and the Seller shall have elected pursuant to Section 1.22, (i) such Purchaser Group shall be excluded from any requirement to make any Funded Purchase under this Section 1.1(a) and any such Funded Purchase shall be made by Purchasers other than any Purchasers in an Excluded Purchaser Group and (ii) each calculation of “Ratable Share”, “Actual Share”, “Exposure” and “Deficient Share”, solely for purposes of this Section 1.1(a), shall be determined without giving effect to any Excluded Purchaser Group, in each case, for so long as may be designated by the Seller pursuant to Section 1.22. Notwithstanding anything to the contrary set forth in this paragraph (a), under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment, minus (B) the LC Participation Amount with respect to the related LC Bank, (ii) Exposure would exceed the Purchase Limit, (iii) Aggregate LC Participation Amount would exceed the lesser of (A) the aggregate of the Commitments of the XX Xxxxx and (B) the LC Sublimit and (iv) LC Participation Amount with respect to any LC Bank would exceed such LC Bank’s Commitment. The Seller may use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the XX Xxxxx (ratably, based on the outstanding amounts funded by each LC Bank) pursuant to Section 1.14(b) below.