Common use of Purchases Clause in Contracts

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 Initial Principal Balance for a purchase price equal to the portion the Class A-2 Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 A-1 Initial Principal Balance for a purchase price equal to the portion the Class A-2 A-1 Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 A-1 Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 A-1 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 A-1 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 A-1 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 A-1 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 A-1 Principal Amount which is requested from the Class A-2 A-1 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 A-1 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 A-1 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 A-1 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 A-2 Purchase Agreement, the Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 A-1 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 A-1 Initial Principal Balance or the Additional Class A-2 A-1 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 A-1 Initial Principal Balance or the Additional Class A-2 A-1 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 A-1 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 A-1 Initial Principal Balance or the Additional Class A-2 A-1 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 A-1 Initial Principal Balance or the Additional Class A-2 A-1 Principal Amount, as applicable, so purchased. (e) Each Class A-2 A-1 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 A-1 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 A-1 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 A-1 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 A-1 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 A-1 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 A-1 Purchaser be obligated to purchase any Additional Class A-2 A-1 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 A-1 Principal Amount, the Class A-2 A-1 Principal Balance would exceed the Class A-2 A-1 Facility Limit.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed 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, 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 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 of and subject to the conditions of this Agreement, on the Closing Date LC Bank agrees to issue Letters of Credit in return for (and each initial CP Conduit may, LC Participant hereby severally agrees to make participation advances in its sole discretion, purchase its Purchaser Percentage connection with any draws under such Letters of the Class A-2 Initial Principal Balance for a purchase price Credit equal to the portion the Class A-2 Initial Principal Balance so purchased. (isuch LC Participant’s Pro Rata Share of such draws) On and subject undivided percentage ownership interests with regard to the terms and conditions of this Agreement and prior Purchased Interest from the Seller from time to time from the date hereof to the related Purchase Facility Termination Date; provided, each CP Conduit maythat under no circumstances shall any Purchaser make any Purchase (including, in its sole discretionwithout limitation, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase mandatory deemed Purchases pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer1.1(b), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) issue any Letters of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal AmountCredit hereunder, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent thatif, after giving effect to such Additional Class A-2 Principal AmountPurchase, the Class A-2 Principal Balance (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 (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 face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Class A-2 Facility LimitPurchase Limit or (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants. The Seller may, subject to the 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 1.15. (b) 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) pursuant to Section 1.15, 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 or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to the amount of such Reimbursement Obligation at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon fifteen (15) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) As of each date a Weekly Report is delivered, the sum of the LC Participation Amount and the Aggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) On and subject to the terms and conditions of this Agreement, each Noncommitted Class B Purchaser which is a party hereto on the Closing Date each initial CP Conduit mayDate, in severally, agrees to acquire its sole discretion, purchase its Noncommitted Purchaser Percentage of the Class A-2 B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Principal Balance Class B Invested Amount, which shall not be less than $500,000, and each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class B Certificates not so acquired by Noncommitted Class B Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class B Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor on the Closing Date, subject to the satisfaction of the conditions specified in Section 3 hereof, by wire transfer at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor; provided, that, in any event, the Agent shall notify the Transferor at or prior to 1:00 p.m. Pittsburgh, Pennsylvania time, if such wire transfer will not be initiated at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date. The Class B Purchasers hereby direct that the Class A-2 Initial Principal Balance so purchasedB Certificates be registered in the name of the Agent, on behalf of the Class B Owners from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class A-2 Principal B Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. Servicing Agreement in an amount of not less than $500,000, and (ii) Subject each Committed Class B Purchaser, severally, agrees to purchase a portion of such VFC Additional Class B Invested Amount which is not purchased by Noncommitted Class B Purchasers pursuant to clause (i) in an amount equal to the provisions lesser of Section 2.1(g(A) hereof and so long as its Commitment Percentage thereof, or (B) the related Swingline Borrowing was funded in compliance with the terms excess of Section 12.6(b) its Commitment over its Percentage Interest of the IndentureClass B Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the Committed Purchasers agree to make purchases of VFC Additional Class A-2 Principal Amounts on B Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, by wire transfer at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on the related Commitment Termination applicable Purchase Date for the account of the Transferor, subject to refund Swingline Borrowings and/or the satisfaction of the conditions specified in Section 3 hereof, on the applicable Purchase Date specified pursuant to subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement; provided, that, in any event, the Agent shall notify the Transferor at or prior to 1:00 p.m. Pittsburgh, Pennsylvania time, if such wire transfer will not be initiated at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on such Purchase Date. Each Noncommitted Class B Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms and conditions of this Agreement, it currently intends to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) its Noncommitted Purchaser Percentage of the Indenture. The obligation of Committed Purchaser to so purchase any VFC Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings B Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(b) 6.15 of the Indenture shall be absolutePooling and Servicing Agreement to the extent that, irrevocable at the time of such purchase, it is permitted and unconditional, able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and not be affected by Standard & Poor's on the date on which such Structured Purchaser became a Class B Purchaser (without increasing or otherwise modifying any circumstance, including (i) any set-off, counterclaim, recoupment, defense letter of credit or other right which enhancement provided to such Committed Structured Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (iiliquidity support provided to such Structured Purchaser by Affected Parties) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect in sufficient amounts fully to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreementfund such purchase. (c) Each The purchase of the Initial Class B Invested Amount and each purchase of any VFC Additional Class A-2 Principal B Invested Amount hereunder on the applicable Borrowing Date shall be made on prior written notice in accordance with the provisions form of Section 12.6(aExhibit D (a "Purchase Request") of from the Indenture upon delivery Transferor to the Agent received by the Agent not later than 4:00 p.m. Pittsburgh, Pennsylvania time (i) in the case of a Borrowing Notice by purchase to be funded at the Issuer to Alternate Rate based upon the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City timeAdjusted Eurodollar Rate, on the day it receives notice from third Business Day immediately preceding the Issuer. Each Borrowing Notice shall applicable Purchase Date (i) identify or, in the relevant Borrowing case of the initial purchase, the Closing Date), (ii) set forth in the Additional Class A-2 Principal Amount which is requested from case of a purchase to be funded at the Class A-2 Purchasers Commercial Paper Rate on such Borrowing the Business Day immediately preceding the applicable Purchase Date and (or, in the desired duration case of the Fixed Period for such Additional Class A-2 Principal Amountinitial purchase, the Closing Date), or (iii) specify an account in the United States to which payment for the case of a purchase price of such Additional Class A-2 Principal Amount is to be madefunded at the Alternate Base Rate based upon the Agent Base Rate, and on the Business Day (iv) certify or, in the event that Market Street Capital Corporation is the applicable conditions to Class B Purchaser, the purchase second Business Day) immediately preceding the applicable Purchase Date (or, in the case of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfiedthe initial purchase, the Closing Date). Each Borrowing Notice such Purchase Request shall be irrevocable and shall specify an Additional (i) the aggregate Initial Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an B Invested Amount or VFC Additional Class B Principal Amount and/or an Additional Class C Principal Amount whichInvested Amount, except in as the case of borrowings may be, to be purchased and (ii) the proceeds of applicable Purchase Date (which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000shall be a Business Day). The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it such Purchase Request to each Agent and Class B Purchaser. In the case of the purchase of a VFC Additional Class B Invested Amount, each Noncommitted Class A-2 Purchaser. (d) Each CP Conduit B Purchaser shall notify the Agent for its Purchaser Group by 10:00 10:45 a.m., New York City Pittsburgh, Pennsylvania time, on the applicable Purchase Date whether it has elected determined to make such purchase and, if so, whether all of the purchase offered terms specified by the Transferor are acceptable to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreementsuch Noncommitted Class B Purchaser. In the event that a CP Conduit Noncommitted Class B Purchaser shall not have timely provided such notice, such CP Conduit it shall be deemed to have elected determined not to make such purchase. Such The Agent shall notify the Transferor and each Committed Class B Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City Pittsburgh, Pennsylvania time, on the applicable Purchase Date if such CP Conduit of whether each Noncommitted Class B Purchaser has not elected so determined to purchase its entire Purchaser Percentage share of the Class A-2 Initial Principal Balance or the such VFC Additional Class A-2 Principal B Invested Amount and, in the event that Noncommitted Class B Purchasers have not determined to purchase the entire VFC Additional Class B Invested Amount, as the case may be, which notice Agent shall specify in such notice (i) the identity portion of such CP Conduitthe VFC Additional Class B Invested Amount to be purchased by each Committed Class B Purchaser, (ii) the applicable Purchase Date (which shall be a Business Day). Notwithstanding anything else herein to the contrary, if the Transferor has requested that the purchase be funded at the Commercial Paper Rate, the Agent shall notify the Transferor no later than 12:00 (noon) Pittsburgh, Pennsylvania time on the applicable Purchase Date, whether the Agent has exercised its discretion not to fund such purchase with the issuance of commercial paper notes as described in clause (iii)(B) of the definition of Commercial Paper Rate, in which case the Transferor shall be deemed to have requested that the purchase be funded at the Alternate Base Rate and be based upon the Agent Base Rate. (d) In no event may the Transferor offer any VFC Additional Class B Invested Amount for purchase hereunder or under Section 6.15 of the Pooling and Servicing Agreement, nor shall any Committed Class B Purchaser be obligated to purchase any VFC Additional Class B Invested Amount, to the extent that such VFC Additional Class B Invested Amount, when aggregated with the Class B Investor Principal Balance determined prior to giving effect to the issuance thereof, would exceed the aggregate Commitments. (e) In the event that one or more Committed Class B Purchasers (the "Defaulting Purchasers") fails to fund its Committed Percentage of any purchase of a VFC Additional Class B Invested Amount by 1:00 p.m., Pittsburgh, Pennsylvania time, on the applicable Purchase Date and the Servicer shall have notified the Agent of such failure by not later than 1:30 p.m., Pittsburgh, Pennsylvania time, on such Purchase Date, the Agent shall so notify each of the other Committed Class B Purchasers (the "Nondefaulting Purchasers") not later than 2:30 p.m., Pittsburgh, Pennsylvania time, on such Purchase Date, and each Nondefaulting Purchaser shall, subject to the satisfaction of the conditions specified in Section 3 hereof, purchase a portion of the aggregate VFC Additional Class B Invested Amount which was to be purchased by the Defaulting Purchasers equal to the lesser of (i) its Commitment Percentage thereof as a percentage of the aggregate Commitment Percentages of all Nondefaulting Purchasers, and (ii) the excess of its Commitment over its Percentage Interest of the Class B Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased, by making such purchase price available to the Trustee for the account of the Transferor on such Purchase Date for deposit in the Proceeds Account in immediately available funds. No such purchase by Nondefaulting Purchasers shall relieve any Defaulting Purchaser of its obligations to make purchases hereunder, and each Defaulting Purchaser shall from and after the applicable Purchase Date be obligated to purchase the portion of any VFC Additional Class B Invested Amount which such Defaulting Purchaser was required to purchase hereunder and which was purchased by a Nondefaulting Purchaser from such Nondefaulting Purchaser at a purchase price equal to (i) the portion of the Class A-2 Initial B Investor Principal Balance or represented thereby, plus (ii) accrued and unpaid interest thereon at the Additional applicable Class A-2 Principal AmountB Certificate Rate, as the case may be, which such CP Conduit has not elected to purchase as provided above, and plus (iii) an amount calculated at the respective Liquidity Percentages rate of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on 1.0% per annum from the applicable Purchase Date in for such VFC Additional Class B Invested Amount through the date of such purchase by the Defaulting Purchaser. The Transferor shall have the right to replace any Defaulting Purchaser hereunder with a Replacement Purchaser, and the Agent, acting at the request of the Required Class B Purchasers, shall have the right to replace such Defaulting Purchaser with a Replacement Purchaser which is an amount equal Eligible Assignee or is otherwise reasonably acceptable to the Transferor; provided, that (x) such replacement shall not affect the Defaulting Purchaser's right to receive any amounts otherwise owed to it hereunder, when and as the same would have been due and payable without regard to such replacement (subject to the rights of the other parties hereto with respect to such Defaulting Purchaser), and (y) such Replacement Purchaser shall, concurrently with its Liquidity Percentage of becoming a Committed Class B Purchaser hereunder, purchase the portion of the Class A-2 Initial Principal Balance or the any VFC Additional Class A-2 Principal Amount, as B Invested Amount at the case may be, which such CP Conduit has not elected time required to purchase, be purchased by the Defaulting Purchaser pursuant to the preceding sentence for a purchase price equal to its share (i) the portion of the Class A-2 Initial B Investor Principal Balance or the Additional Class A-2 Principal Amountrepresented thereby, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and plus (ii) accrued and unpaid interest thereon at the fulfillment applicable Class B Certificate Rate; provided further, that upon any such replacement and purchase by a Replacement Purchaser, any amounts owing to Nondefaulting Purchasers by such Defaulting Purchaser under clause (iii) of the applicable conditions set forth in Article 3 hereof, as determined by preceding sentence shall remain an obligation of such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing DateDefaulting Purchaser. (f) In The Class B Certificates shall be paid as provided in the event that notwithstanding the fulfillment Pooling and Servicing Agreement. The Agent shall allocate each payment in reduction of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available Class B Investor Principal Balance to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchaseClass B Owners pro rata based on their respective Percentage Interests, and neither shall allocate each payment of Class B Interest for any Business Day to the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, Class B Owners pro rata based on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers Yield on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP ConduitClass B Owner's Committed Purchasers shall purchase a portion of the Class A-2 B Investor Principal Balance in an amount equal to its Liquidity Percentage of for such Business Day. Amounts so allocated by the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in shall be distributed by the same type of funds received, by wire transfer thereof Agent to the account of respective Class B Owners when and as received by the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of Agent from the IndentureTrust. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, (i) each Noncommitted Class B Purchaser which is a party hereto on the Closing Date each initial CP Conduit may, in its sole discretion, may purchase its Noncommitted Purchaser Percentage of the Class A-2 B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Class B Initial Principal Balance Invested Amount, (ii) each Liquidity Provider which is a party hereto on the Closing Date, severally, agrees to acquire its respective Liquidity Percentage of the Class B Certificates not so acquired by its related Noncommitted Class B Purchaser on the Closing Date, and (iii) each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to purchase its Committed Purchaser Percentage of the Class B Certificates, in each case for a purchase price equal to the portion of the Class A-2 B Initial Principal Balance so purchasedInvested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3.1 hereof, at or prior to 11:00 a.m. New York City time on the Closing Date, by deposit of immediately available funds to an account of the Transferor specified in writing by the Transferor to the Class B Agent. The Class B Purchasers hereby direct that the Class B Certificates be registered in the name of the Class B Agent, as nominee on behalf of the Class B Purchasers from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase its respective Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any Additional Class A-2 Principal B Invested Amount offered for purchase pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoeverServicing Agreement, (ii) each Liquidity Provider, severally, agrees to acquire its respective Liquidity Percentage of the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer)Class B Certificates not so acquired by its related Noncommitted Class B Purchaser, and (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) each Committed Class B Purchaser, severally, agrees to purchase its Committed Purchaser Percentage of the IssuerAdditional Class B Invested Amount so offered for purchase, either Seller or in each case for a purchase price equal to the ServicerAdditional Class B Invested Amount so purchased; PROVIDED that in no event shall a Committed Class B Purchaser be required on any date to purchase an Additional Class B Invested Amount exceeding its aggregate Available Commitment, (iv) any breach of determined prior to giving effect to such purchase. Such purchase price shall be made available to the Indenture or any Basic Document by Transferor, subject to the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure satisfaction of the conditions set forth specified in Section 3.2 hereof, at or prior to 11:00 a.m. New York City time on the applicable Purchase Date by deposit of this Agreement immediately available funds to have been an account or accounts specified in writing by the Transferor to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this AgreementB Agent. (c) Each The purchase of the Class B Initial Invested Amount shall be made on prior notice from the Transferor to the Class B Agent received by the Class B Agent not later than 9:00 a.m. New York City time on the Closing Date, and each purchase of any Additional Class A-2 Principal B Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with made on prior notice from the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice Transferor received by the Issuer to the Administrative Class B Agent received no not later than 11:00 a.m., 2:00 p.m. New York City time, at least one time on the Business Day prior to immediately preceding such Borrowing Purchase Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an Additional (i) the aggregate Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an B Initial Invested Amount or Additional Class B Principal Invested Amount and/or an Additional Class C Principal Amount whichto be purchased, except in (ii) the case applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000purchase. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it such notice to each Agent and each Class A-2 B Purchaser. (d) . Each CP Conduit Noncommitted Class B Purchaser shall notify the Class B Agent for its Purchaser Group by 10:00 9:30 a.m., New York City time, on the applicable Purchase Date whether it has elected determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement), as applicable. In the event that a CP Conduit Noncommitted Class B Purchaser shall not have timely provided such notice, notice such CP Conduit Noncommitted Class B Purchaser shall be deemed to have elected determined not to make such purchase. Such The Class B Agent shall notify the Transferor, the Servicer and each Committed Purchaser Liquidity Provider for such CP Conduit Noncommitted Class B Purchaser on or prior to 11:00 10:00 a.m., New York City time, on the applicable Purchase Date if of whether such CP Conduit Noncommitted Class B Purchaser has not elected so determined to purchase its entire Purchaser Percentage share of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as the case may be, which notice shall specify (i) and, in the identity of such CP Conduit, (ii) the portion event that Noncommitted Class B Purchasers have not determined to purchase its entire share of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Class B Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving specify in such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of (i) the portion of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as the case may be, which such CP Conduit has not elected to purchasebe purchased by each Liquidity Provider, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the applicable conditions set forth in Article 3 hereofproceeds of the purchase. The Class B Agent shall notify the Transferor, as determined by such Agentthe Servicer, such Agent will not later than 4:00 p.m., New York City time, the Trustee and each Class B Purchaser on such Purchase the Closing Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, (in the case of the purchase on of the Closing Date, specified in writing by the Issuer to such Agent Class B Initial Invested Amount) or not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of following the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to (in the Agent for its Purchaser Group when required by subsection 2.1(ecase of any purchases of Additional Class B Invested Amounts) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase each Class B Purchaser which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a purchased any portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage B Initial Invested Amount or any Additional Class B Invested Amount on such day, whether such Class B Purchaser was a Noncommitted Class B Purchaser or a Committed Class B Purchaser and the portion of the amount described in clause (ii) above at Class B Initial Invested Amount or before 4:00 p.m., New York City time, on Additional Class B Invested Amount purchased by such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the IndentureClass B Purchaser. (gd) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal B Invested Amount be offered for purchase hereunder or under Section 12.6(a) 6.15 of the IndenturePooling and Servicing Agreement, nor shall any Committed Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 Principal B Invested Amount, to the extent that, after giving effect to that such Additional Class A-2 B Invested Amount would exceed the aggregate Available Commitments. (e) The Class B Certificates shall be paid as provided in the Pooling and Servicing Agreement, and the Class B Agent shall allocate to the Class B Owners each payment in respect of the Class B Certificates received by the Class B Agent in its capacity as Class B Certificateholder as provided therein. Except as otherwise provided in the Pooling and Servicing Agreement, payments in reduction of the Class B Principal AmountBalance shall be applied (i) prior to the Amortization Period Commencement Date, first to Class B Owners which are Committed Class B Purchasers, pro rata based on their respective Percentage Interests of the Class B Principal Balance, and the remainder, if any, to Class B Owners which are Noncommitted Class B Purchasers, pro rata based on their respective Percentage Interests of the Class B Principal Balance, and (ii) from and after the Amortization Period Commencement Date, to Class B Owners pro rata based on their respective Percentage Interests of the Class B Principal Balance, or in any such case in such other proportions as each affected Class B Purchsaer may agree upon in writing from time to time with the Facility Agent, the Class A-2 Principal Balance would exceed the Class A-2 Facility LimitB Agent, SRPC and SRI.

Purchases. (a) On and subject to the terms and conditions of this Agreement, (i) each Noncommitted Class A Purchaser which is a party hereto on the Closing Date each initial CP Conduit may, in its sole discretion, may purchase its Noncommitted Purchaser Percentage of the Class A-2 A Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Class A Initial Principal Balance Invested Amount, (ii) each Liquidity Provider which is a party hereto on the Closing Date, severally, agrees to acquire its respective Liquidity Percentage of the Class A Certificates not so acquired by its related Noncommitted Class A Purchaser on the Closing Date, and (iii) each Committed Class A Purchaser which is a party hereto on the Closing Date, severally, agrees to purchase its Committed Purchaser Percentage of the Class A Certificates, in each case for a purchase price equal to the portion of the Class A-2 A Initial Principal Balance so purchasedInvested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3.1 hereof, at or prior to 11:00 a.m. New York City time on the Closing Date, by deposit of immediately available funds to an account of the Transferor specified in writing by the Transferor to the Class A Agent. The Class A Purchasers hereby direct that the Class A Certificates be registered in the name of the Class A Agent, as nominee on behalf of the Class A Purchasers from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase its respective Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class A Purchaser may purchase its Noncommitted Purchaser Percentage of any Additional Class A-2 Principal A Invested Amount offered for purchase pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoeverServicing Agreement, (ii) each Liquidity Provider, severally, agrees to acquire its respective Liquidity Percentage of the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer)Class A Certificates not so acquired by its related Noncommitted Class A Purchaser, and (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) each Committed Class A Purchaser, severally, agrees to purchase its Committed Purchaser Percentage of the IssuerAdditional Class A Invested Amount so offered for purchase, either Seller or in each case for a purchase price equal to the ServicerAdditional Class A Invested Amount so purchased; PROVIDED that in no event shall a Committed Class A Purchaser be required on any date to purchase an Additional Class A Invested Amount exceeding its aggregate Available Commitment, (iv) any breach of determined prior to giving effect to such purchase. Such purchase price shall be made available to the Indenture or any Basic Document by Transferor, subject to the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure satisfaction of the conditions set forth specified in Section 3.2 hereof, at or prior to 11:00 a.m. New York City time on the applicable Purchase Date by deposit of this Agreement immediately available funds to have been an account or accounts specified in writing by the Transferor to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this AgreementA Agent. (c) Each The purchase of the Class A Initial Invested Amount shall be made on prior notice from the Transferor to the Class A Agent received by the Class A Agent not later than 9:00 a.m. New York City time on the Closing Date, and each purchase of any Additional Class A-2 Principal A Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with made on prior notice from the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice Transferor received by the Issuer to the Administrative Class A Agent received no not later than 11:00 a.m., 2:00 p.m. New York City time, at least one time on the Business Day prior to immediately preceding such Borrowing Purchase Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an (i) the aggregate Class A Initial Invested Amount or Additional Class A-1 Principal AmountA Invested Amount to be purchased, an Additional Class A-2 Principal Amount(ii) the applicable Purchase Date (which shall be a Business Day), an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in and (iii) instructions as to the case deposit of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000purchase. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative A Agent shall promptly forward a copy of each Borrowing Notice received by it such notice to each Agent and each Class A-2 A Purchaser. (d) . Each CP Conduit Noncommitted Class A Purchaser shall notify the Class A Agent for its Purchaser Group by 10:00 9:30 a.m., New York City time, on the applicable Purchase Date whether it has elected determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement), as applicable. In the event that a CP Conduit Noncommitted Class A Purchaser shall not have timely provided such notice, notice such CP Conduit Noncommitted Class A Purchaser shall be deemed to have elected determined not to make such purchase. Such The Class A Agent shall notify the Transferor, the Servicer and each Committed Purchaser Liquidity Provider for such CP Conduit Noncommitted Class A Purchaser on or prior to 11:00 10:00 a.m., New York City time, on the applicable Purchase Date if of whether such CP Conduit Noncommitted Class A Purchaser has not elected so determined to purchase its entire Purchaser Percentage share of the Class A-2 A Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A Invested Amount, as the case may be, which notice shall specify (i) and, in the identity of such CP Conduit, (ii) the portion event that Noncommitted Class A Purchasers have not determined to purchase its entire share of the Class A-2 A Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A Invested Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Class A Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving specify in such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of (i) the portion of the Class A-2 A Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A Invested Amount, as the case may be, which such CP Conduit has not elected to purchasebe purchased by each Liquidity Provider, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the applicable conditions set forth in Article 3 hereofproceeds of the purchase. The Class A Agent shall notify the Transferor, as determined by such Agentthe Servicer, such Agent will not later than 4:00 p.m., New York City time, the Trustee and each Class A Purchaser on such Purchase the Closing Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, (in the case of the purchase on of the Closing Date, specified in writing by the Issuer to such Agent Class A Initial Invested Amount) or not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of following the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to (in the Agent for its Purchaser Group when required by subsection 2.1(ecase of any purchases of Additional Class A Invested Amounts) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase each Class A Purchaser which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a purchased any portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage A Initial Invested Amount or any Additional Class A Invested Amount on such day, whether such Class A Purchaser was a Noncommitted Class A Purchaser or a Committed Class A Purchaser and the portion of the amount described in clause (ii) above at Class A Initial Invested Amount or before 4:00 p.m., New York City time, on Additional Class A Invested Amount purchased by such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the IndentureClass A Purchaser. (gd) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal A Invested Amount be offered for purchase hereunder or under Section 12.6(a) 6.15 of the IndenturePooling and Servicing Agreement, nor shall any Committed Class A-2 A Purchaser be obligated to purchase any Additional Class A-2 Principal A Invested Amount, to the extent that, after giving effect to that such Additional Class A-2 A Invested Amount would exceed the aggregate Available Commitments. (e) The Class A Certificates shall be paid as provided in the Pooling and Servicing Agreement, and the Class A Agent shall allocate to the Class A Owners each payment in respect of the Class A Certificates received by the Class A Agent in its capacity as Class A Certificateholder as provided therein. Except as otherwise provided in the Pooling and Servicing Agreement, payments in reduction of the Class A Principal AmountBalance shall be applied (i) prior to the Amortization Period Commencement Date, first to Class A Owners which are Committed Class A Purchasers, pro rata based on their respective Percentage Interests of the Class A Principal Balance, and the remainder, if any, to Class A Owners which are Noncommitted Class A Purchasers, pro rata based on their respective Percentage Interests of the Class A Principal Balance, and (ii) from and after the Amortization Period Commencement Date, to Class A Owners pro rata based on their respective Percentage Interests of the Class A Principal Balance, or in any such case in such other proportions as each affected Class A Purchsaer may agree upon in writing from time to time with the Facility Agent, the Class A-2 Principal Balance would exceed the Class A-2 Facility LimitA Agent, SRPC and SRI.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date (i) each initial CP Conduit may, in its sole discretion, Purchaser may purchase its Purchaser Percentage of the Class A-2 A-1 Certificates on the Closing Date for a purchase price equal to its Purchaser Percentage of the Class A-1 Initial Principal Balance Invested Amount, and (ii) each Liquidity Purchaser for each Purchaser Group, severally, agrees to purchase on the Closing Date its Liquidity Percentage of the portion of the Class A-1 Initial Invested Amount not purchased by the Conduit Purchaser in such Purchaser Group pursuant to clause (i), in each case for a purchase price equal to the portion of the Class A-2 A-1 Initial Principal Balance Invested Amount so purchased. (ib) On and subject to the terms and conditions of this Agreement and prior to the related its Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Purchaser may purchase its Purchaser Percentage of any Additional Class A-2 Principal A-1 Invested Amount offered for purchase pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. Servicing Agreement, and (ii) Subject each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the Additional Class A-1 Invested Amount so offered for purchase, in each case for a purchase price equal to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to A-1 Invested Amount so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreementpurchased. (c) The purchase of the Class A-1 Initial Invested Amount shall be made on prior notice from the Transferor to the Facility Agent and each Agent received not later than 4:00 p.m. New York City time on the Business Day preceding the Closing Date. Each purchase of any Additional Class A-2 Principal A-1 Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with made on prior notice from the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice Transferor received by the Issuer to the Administrative Facility Agent received no and each Agent not later than 11:00 a.m., 2:00 p.m. New York City time, at least one time on the Business Day prior to immediately preceding such Borrowing Purchase Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an (i) the aggregate Class A-1 Initial Invested Amount or Additional Class A-1 Principal AmountInvested Amount to be purchased, an Additional Class A-2 Principal Amount(ii) the applicable Purchase Date (which shall be a Business Day), an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in and (iii) instructions as to the case deposit of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000purchase. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Each Agent shall promptly forward a copy of each Borrowing Notice such notice received by it to each Agent and each Class A-2 PurchaserA-1 Purchaser in its Purchaser Group. (d) Each CP Conduit Purchaser shall notify the Agent for its Purchaser Group by 10:00 9:30 a.m., New York City time, on the applicable Purchase Date whether it has elected determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement), as applicable. In the event that a CP Conduit Purchaser shall not have timely provided such notice, notice such CP Conduit Purchaser shall be deemed to have elected determined not to make such purchase. Such Agent shall notify the Transferor, the Servicer and each Committed Liquidity Purchaser for such CP Conduit Purchaser on or prior to 11:00 10:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit Purchaser has not elected determined to purchase its entire Purchaser Percentage share of the Class A-2 A-1 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A-1 Invested Amount, as the case may be, which notice and shall specify in such notice (i) the identity of such CP ConduitConduit Purchaser, (ii) the portion of the Class A-2 A-1 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A-1 Invested Amount, as the case may be, which such CP Conduit Purchaser has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP ConduitConduit Purchaser's Committed Liquidity Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the purchase a portion of the Class A-2 A-1 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A-1 Invested Amount, as the case may be, which such CP Conduit Purchaser has not elected to purchasepurchase in an amount equal to its Liquidity Percentage thereof, for a purchase price equal to its share the a portion of the Class A-2 A-1 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal A-1 Invested Amount, as applicablethe case may be, so purchased. (e) Each Class A-2 A-1 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer Transferor in the event that any Class A-2 A-1 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of Transferor in the United States specified by the Issuer in the applicable Borrowing Notice purchase notice given pursuant to subsection 2.1(c) or, in the case of the purchase on the Closing Date, specified in writing by the Issuer Transferor to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit Purchaser elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit Purchaser shall be deemed to have rescinded its election to make such purchase, and neither the Issuer Transferor nor any other party shall have any claim against such CP Conduit Purchaser by reason of for its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m.noon, New York City time, on the Purchase Date to each Committed Liquidity Purchaser for such CP Conduit and to the Issuer and the ServicerPurchaser, which notice shall specify (i) the identity of such CP ConduitConduit Purchaser, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP ConduitConduit Purchaser's Committed Liquidity Purchasers shall purchase a portion of the Class A-2 Principal Balance A-1 Invested Amount in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer Transferor described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenturethis Agreement. (g) The Agent for each Purchaser Group shall notify the Transferor, the Servicer and each Class A-1 Purchaser in its Purchaser Group on the Closing Date (in the case of the purchase of the Class A-1 Initial Invested Amount) or not later than the Business Day following the applicable Increase Date (in the case of any purchases of Additional Class A-1 Invested Amounts) of the identity of each Class A-1 Purchaser in such Purchaser Group which purchased any portion of the Class A-1 Initial Invested Amount or any Additional Class A-1 Invested Amount on such Purchase Date, whether such Class A-1 Purchaser was a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser and the portion of the Class A-1 Initial Invested Amount or Additional Class A-1 Invested Amount purchased by such Class A-1 Purchaser. (h) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal A-1 Invested Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 A-1 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment, and in no event shall a Liquidity Purchaser be required on any date to purchase an Additional Class A-1 Invested Amount which would result in its Percentage Interest of the Class A-1 Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 Principal A-1 Invested Amount be offered for purchase hereunder or under Section 12.6(a) 6.15 of the IndentureSupplement, nor shall any Class A-2 A-1 Purchaser be obligated to purchase any Additional Class A-2 Principal AmountA-1 Invested Amounts, to the extent that, after giving effect to such Additional Class A-2 Principal Amountpurchase, the Class A-2 A-1 Principal Balance would exceed the Class A-2 Facility A-1 Purchase Limit. (i) The Class A-1 Purchasers in each Purchaser Group hereby direct that the Class A-1 Certificates be registered in the name of the Agent for such Purchaser Group, as nominee on behalf of the Class A-1 Purchasers in such Purchaser Group from time to time hereunder. (j) The Class A-1 Certificates and interest thereon shall be paid as provided in the Pooling and Servicing Agreement, and each Agent shall allocate to the Class A-1 Owners in its Purchaser Group each payment in respect of the Class A-1 Certificates received by such Agent in its capacity as Class A-1 Certificateholder as provided herein. Payments in reduction of the Class A-1 Invested Amount shall be allocated and applied to Class A-1 Owners pro rata based on their respective Percentage Interests of the Class A-1 Principal Balance, or in any such case in such other proportions as each affected Class A-1 Purchaser may agree upon in writing from time to time with such Agent and the Transferor; provided that from and after a Partial Expiration Date until the earlier to occur of (i) the Purchase Termination Date for all Class A-1 Purchasers and (ii) the date on which (A) the aggregate amount of payments in reduction of the Class A-1 Principal Balance made after such Partial Expiration Date equals (B) the aggregate Class A-1 Exiting Purchaser Amortization Amount for such Partial Expiration Date, payments on a Class A-1 Certificate in reduction of the portion of the Class A-1 Principal Balance evidenced by such Class A-1 Certificate shall be allocated and applied to Class A-1 Owners of such Class A-1 Certificate which are Exiting Purchasers pro rata based on their respective Percentage Interests of the Class A-1 Principal Balance. Payments of interest in respect of the portion of the Class A-1 Principal Balance evidenced by a Class A-1 Certificate shall be allocated and applied to Class A-1 Owners of such Class A-1 Certificate pro rata based upon the respective amounts of interest owed to them, determined as provided in Section 2.3

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 A Initial Principal Balance for a purchase price equal to the portion the Class A-2 A Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 A Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 A Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 A Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 A Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 A Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 A Principal Amount which is requested from the Class A-2 A Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 A Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 A Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 A Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 A Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as applicable, so purchased. (e) Each Class A-2 A Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 A Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 A Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 A Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 A Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 A Purchaser be obligated to purchase any Additional Class A-2 A Principal Amount, to the extent that, after giving effect to such Additional Class A-2 A Principal Amount, the Class A-2 A Principal Balance would exceed the Class A-2 A Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 C Initial Principal Balance for a purchase price equal to the portion the Class A-2 C Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 C Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 C Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 C Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 C Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 C Principal Amount which is requested from the Class A-2 C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 C Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A Purchase Agreement or the Class C B Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as applicable, so purchased. (e) Each Class A-2 C Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 C Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 C Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 C Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 C Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 C Purchaser be obligated to purchase any Additional Class A-2 C Principal Amount, to the extent that, after giving effect to such Additional Class A-2 C Principal Amount, the Class A-2 C Principal Balance would exceed the Class A-2 C Facility Limit.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the Conduit Purchasers or, only if a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably request that its Related Committed 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, 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 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 of and subject to the conditions of this Agreement, on the Closing Date LC Bank agrees to issue Letters of Credit in return for (and each initial CP Conduit may, LC Participant hereby severally agrees to make participation advances in its sole discretion, purchase its Purchaser Percentage connection with any draws under such Letters of the Class A-2 Initial Principal Balance for a purchase price Credit equal to the portion the Class A-2 Initial Principal Balance so purchased. (isuch LC Participant’s Pro Rata Share of such draws) On and subject undivided percentage ownership interests with regard to the terms and conditions of this Agreement and prior Purchased Interest from the Seller from time to time from the date hereof to the related Purchase Facility Termination Date; provided, each CP Conduit maythat under no circumstances shall any Purchaser make any Purchase (including, in its sole discretionwithout limitation, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase mandatory deemed Purchases pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer1.1(b), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) issue any Letters of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal AmountCredit hereunder, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent thatif, after giving effect to such Additional Class A-2 Principal AmountPurchase, the Class A-2 Principal Balance (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 (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 face amount of any outstanding Letters of Credit, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Class A-2 Facility LimitPurchase Limit or (iii) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants. The Seller may, subject to the 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 1.15. (b) 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) pursuant to Section 1.15, 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 or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the 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 paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon 30 days’ written notice to the Administrator, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) The sum of the Adjusted LC Participation Amount and the Aggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Effective Date the Issuer will deliver to each initial CP Conduit mayAgent, in its sole discretion, purchase its Purchaser Percentage on behalf of the Class A-2 Initial Principal Balance for Purchasers in the related Purchaser Group, a purchase price Note dated as of the Closing Date, registered in the name of such Agent having a face amount equal to the portion Maximum Purchase Amount of the Class A-2 Initial Principal Balance so purchasedrelated Purchaser Group and duly authenticated by the Trustee in accordance with the terms of the Indenture. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, on any Borrowing Date each CP Conduit may, in its sole discretion, purchase its Purchaser Group Percentage of any Additional Class A-2 Principal Amount offered for purchase pursuant to Section 12.6(a) 12.6 of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Trustee and the Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 20,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each the related Committed Purchaser for such CP Conduit Purchasers on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such the CP Conduit has Conduits in the related Purchaser Group have elected not elected to purchase its the entire Purchaser Group Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP ConduitConduits, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has Conduits have elected not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers Purchaser in the related Purchase Group shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Additional Principal Balance or Amount which the Additional Class A-2 Principal Amount, as the case may be, which such related CP Conduit has Conduits have elected not elected to purchase, purchase for a purchase price equal to its share Liquidity Percentage of the Class A-2 Initial Additional Principal Balance or the Additional Class A-2 Principal Amount, as applicable, Amount so purchasedrequested. (e) The purchase price payable by each Purchaser pursuant to subsection 2.1(a) shall be made available to the Agent for the related Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3. Each Class A-2 Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Effective Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Effective Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit in the related Purchaser Group and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers Purchaser in the related Purchaser Group shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase any portion of an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balanceif, determined after giving effect to such purchase, exceeding its Percentage Interest of the Aggregate Note Principal Balance would exceed its Adjusted Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) 12.6 of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to the purchase of such Additional Class A-2 Principal Amount, the Class A-2 Aggregate Note Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, each Noncommitted Class B Purchaser which is a party hereto on the Closing Date each initial CP Conduit mayDate, in severally, agrees to acquire its sole discretion, purchase its Noncommitted Purchaser Percentage of the Class A-2 B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Principal Balance Class B Invested Amount, which shall not be less than $62,500, and each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class B Certificates not so acquired by Noncommitted Class B Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class B Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 12:00 noon Chicago time on the Closing Date, at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor. The Class B Purchasers hereby direct that the Class A-2 Initial Principal Balance so purchasedB Certificates be registered in the name of the Agent, on behalf of the Class B Owners from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class A-2 Principal B Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and Servicing Agreement in an amount of not less than $62,500, and (ii) each Committed Class B Purchaser, severally, agrees to purchase a portion of such VFC Additional Class B Invested Amount which is not purchased by Noncommitted Class B Purchasers pursuant to clause (i) in an amount equal to the lesser of (A) its Commitment Percentage thereof, or (B) the excess of its Commitment over its Percentage Interest of the Class B Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, for the account of the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 12:00 noon Chicago time on the applicable Purchase Date specified pursuant to subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement. Each Noncommitted Class B Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms and conditions of this Agreement, it currently intends (but is under no obligation) hereofto purchase its Noncommitted Purchaser Percentage of any VFC Additional Class B Invested Amount offered for purchase by the Transferor pursuant to Section 6.15 of the Pooling and Servicing Agreement to the extent that, at the time of such purchase, it is permitted and able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and Standard & Poor's on the date on which such Structured Purchaser became a Class B Purchaser (without increasing or otherwise modifying any letter of credit or other enhancement provided to such Structured Purchaser or any liquidity support provided to such Structured Purchaser by Affected Parties) in sufficient amounts fully to fund such purchase. (iii) Subject The purchase of the Initial Class B Invested Amount shall be made on prior notice from the Transferor to the provisions of Section 2.1(g) hereof and so long as Agent received by the related Swingline Borrowing was funded in compliance with Agent not later than 6:00 a.m. Chicago time on the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditionalClosing Date, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each each purchase of any VFC Additional Class A-2 Principal B Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day made on prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the IssuerTransferor to the Agent received by the Agent not later than 3:00 p.m. Chicago time on the Business Day immediately preceding such Purchase Date. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an (A) the aggregate VFC Additional Class B Invested Amount to be purchased, (B) the applicable Purchase Date (which shall be a Business Day), and (C) the desired duration of the initial Fixed Period, if applicable, for the Class B Investor Principal Amount and/or an Additional Class C Principal Amount which, except in the case Balance of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000each applicable Purchaser. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it such notice to each Agent and Class B Purchaser. In the case of the purchase of a VFC Additional Class B Invested Amount, each Noncommitted Class A-2 Purchaser. (d) Each CP Conduit B Purchaser shall notify the Agent for its Purchaser Group by 10:00 a.m.4:00 p.m., New York City Chicago time, on the Business Day immediately preceding the applicable Purchase Date whether it has elected determined to make such purchase and, if so, whether all of the purchase offered terms specified by the Transferor are acceptable to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreementsuch Noncommitted Class B Purchaser. In the event that a CP Conduit Noncommitted Class B Purchaser shall not have timely provided such notice, such CP Conduit it shall be deemed to have elected determined not to make such purchase. Such The Agent shall notify the Transferor and each Committed Class B Purchaser for such CP Conduit on or prior to 11:00 6:00 a.m., New York City Chicago time, on the applicable Purchase Date if such CP Conduit of whether each Noncommitted Class B Purchaser has not elected so determined to purchase its share of such VFC Additional Class B Invested Amount and, in the event that Noncommitted Class B Purchasers have not determined to purchase the entire VFC Additional Class B Invested Amount, the Agent shall specify in such notice (A) the portion of the VFC Additional Class B Invested Amount to be purchased by each Committed Class B Purchaser, (B) the applicable Purchase Date (which shall be a Business Day), and (C) the duration of the initial Fixed Period for the Class B Investor Principal Balance of each Committed Class B Purchaser. (ii) The Discount Rate and related Fixed Periods for the Class B Invested Amounts funded or maintained by the Support Bank shall be selected as follows: Transferor shall by 11:00 a.m. (Chicago time), at least three (3) Business Days prior to the commencement of any Fixed Period with respect to which the Alternate Rate is applicable as a new Discount Rate and, at least one (1) Business Day prior to the commencement of any Fixed Period with respect to which the Agent Base Rate is applicable as a new Discount Rate, give the Agent irrevocable notice of the new Discount Rate and the length of the associated Fixed Period. Until Transferor gives notice to the Agent of another Discount Rate, the initial Discount Rate for any Class B Invested Amount transferred to the Support Bank shall be the Agent Base Rate. If the Support Bank acquires by assignment from Jupiter any Class B Invested Amount, such Class B Invested Amount shall be deemed to be allocated to a new Fixed Period commencing on the date of any such assignment. (iii) Commercial Paper Costs will accrue each day on a pro rata basis, based upon the percentage share the Class B Investor Principal Balance represents in relation to all assets held by the Structured Purchaser and funded substantially with Pooled Commercial Paper. (d) In no event may the Transferor offer any VFC Additional Class B Invested Amount for purchase hereunder or under Section 6.15 of the Pooling and Servicing Agreement, nor shall any Committed Class B Purchaser be obligated to purchase any VFC Additional Class B Invested Amount, to the extent that such VFC Additional Class B Invested Amount, when aggregated with the Class B Investor Principal Balance determined prior to giving effect to the issuance thereof, would exceed the aggregate Commitments. (e) In the event that one or more Committed Class B Purchasers (the "DEFAULTING PURCHASERS") fails to fund its Committed Percentage of any purchase of a VFC Additional Class B Invested Amount by 12:00 p.m. noon, Chicago time, on the applicable Purchase Date and the Servicer shall have notified the Agent of such failure by not later than 12:30 p.m., Chicago time, on such Purchase Date, the Agent shall so notify each of the other Committed Class B Purchasers (the "NONDEFAULTING PURCHASERS") not later than 1:30 p.m., Chicago time, on such Purchase Date, and each Nondefaulting Purchaser shall, subject to the satisfaction of the conditions specified in Section 3 hereof, purchase a portion of the aggregate VFC Additional Class B Invested Amount which was to be purchased by the Defaulting Purchasers equal to the lesser of (i) its Commitment Percentage thereof as a percentage of the aggregate Commitment Percentages of all Nondefaulting Purchasers, and (ii) the excess of its Commitment over its Percentage Interest of the Class A-2 Initial B Investor Principal Balance or (determined prior to giving effect to such purchase), in either case for a purchase price equal to the VFC Additional Class A-2 Principal AmountB Invested Amount so purchased, as by making such purchase price available to the case may beTrustee for the account of the Transferor at or prior to 4:00 p.m., Chicago time, on such Purchase Date for deposit in the Proceeds Account in immediately available funds. No such purchase by Nondefaulting Purchasers shall relieve any Defaulting Purchaser of its obligations to make purchases hereunder, and each Defaulting Purchaser shall from and after the applicable Purchase Date be obligated to purchase the portion of any VFC Additional Class B Invested Amount which notice shall specify such Defaulting Purchaser was required to purchase hereunder and which was purchased by a Nondefaulting Purchaser from such Nondefaulting Purchaser at a purchase price equal to (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial B Investor Principal Balance or represented thereby, plus (ii) accrued and unpaid interest thereon at the Additional applicable Class A-2 Principal AmountB Certificate Rate, as the case may be, which such CP Conduit has not elected to purchase as provided above, and plus (iii) an amount calculated at the respective Liquidity Percentages rate of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on 1.0% per annum from the applicable Purchase Date in for such VFC Additional Class B Invested Amount through the date of such purchase by the Defaulting Purchaser. The Transferor shall have the right to replace any Defaulting Purchaser hereunder with a Replacement Purchaser, and the Agent, acting at the request of the Required Class B Purchasers, shall have the right to replace such Defaulting Purchaser with a Replacement Purchaser which is an amount equal Eligible Assignee or is otherwise reasonably acceptable to the Transferor; PROVIDED, that (x) such replacement shall not affect the Defaulting Purchaser's right to receive any amounts otherwise owed to it hereunder, when and as the same would have been due and payable without regard to such replacement (subject to the rights of the other parties hereto with respect to such Defaulting Purchaser), and (y) such Replacement Purchaser shall, concurrently with its Liquidity Percentage of becoming a Committed Class B Purchaser hereunder, purchase the portion of the Class A-2 Initial Principal Balance or the any VFC Additional Class A-2 Principal Amount, as B Invested Amount at the case may be, which such CP Conduit has not elected time required to purchase, be purchased by the Defaulting Purchaser pursuant to the preceding sentence for a purchase price equal to its share (i) the portion of the Class A-2 Initial B Investor Principal Balance or the Additional Class A-2 Principal Amountrepresented thereby, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and plus (ii) accrued and unpaid interest thereon at the fulfillment applicable Class B Certificate Rate; PROVIDED FURTHER, that upon any such replacement and purchase by a Replacement Purchaser, any amounts owing to Nondefaulting Purchasers by such Defaulting Purchaser under clause (iii) of the applicable conditions set forth in Article 3 hereof, as determined by preceding sentence shall remain an obligation of such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing DateDefaulting Purchaser. (f) In The Class B Certificates shall be paid as provided in the event that notwithstanding the fulfillment Pooling and Servicing Agreement. The Agent shall allocate each payment in reduction of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available Class B Investor Principal Balance to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchaseClass B Owners pro rata based on their respective Percentage Interests, and neither shall allocate each payment of Class B Interest for any Business Day to the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such caseClass B Owners pro rata based on the Yield or Commercial Paper Costs, such Agent shall give notice of such failure not later than 2:30 p.m., New York City timeas applicable, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP ConduitClass B Owner's Committed Purchasers shall purchase a portion of the Class A-2 B Investor Principal Balance in an amount equal to its Liquidity Percentage of for such Business Day. Amounts so allocated by the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in shall be distributed by the same type of funds received, by wire transfer thereof Agent to the account of respective Class B Owners when and as received by the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of Agent from the IndentureTrust. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On each Business Day on and after the Effective Date and prior to the Termination Date (except during a Suspension Period), the Seller shall, without any further action by itself or any other Person, sell, transfer, assign, set over and otherwise convey to Gotham (and shall be deemed to have sold, transferred, assigned, set over and otherwise confirmed to Gotham), without further action by itself or any other Person, and Gotham shall (but in each case subject to the terms and conditions of this Agreementhereof, on the Closing Date each initial CP Conduit mayincluding without limitation Section 2.01) purchase from SCI, without recourse (except as specifically provided herein), (but not in its sole discretion, purchase its Purchaser Percentage excess of the Class A-2 Initial Principal Balance for a purchase price equal Facility Amount), all right, title and interest of SCI in, to and under its Receivables created subsequent to the portion last sale, if any, hereunder and which Receivables are not securing Loans which have become Non-Recourse and are not Defaulted Receivables, together with all monies due or to become due and all amounts received with respect thereto and all Related Security in respect thereof. Each Purchase shall be in an Available Amount, and the Class A-2 Initial Principal Balance so purchasedPurchase Price shall be paid either (x) by Gotham upon one Business Day's notice from SCI or (y) by applying Collections on Purchased Receivables. (ib) On SCI shall deliver to Gotham on the Effective Date and subject on each Settlement Date a duly executed and appropriately completed Confirming Assignment (each, a "Confirming Assignment") in substantially the form of Exhibit H hereto. Failure to deliver any such Confirming Assignment shall not limit or otherwise affect the terms and conditions absolute conveyance of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase Receivables pursuant to Section 12.6(aSubsection (a) of the Indenture and subsection 2.1(c) hereofabove. (iic) Subject to the provisions of Section 2.1(gIn connection with each sale hereunder, SCI further agrees, at its own expense: (x) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date date of such sale to refund Swingline Borrowings and/or indicate in its computer files (by customer number or otherwise) that the Receivables being sold on such date have been transferred to purchase participations Gotham pursuant to this Agreement and (y) on a monthly basis on each Reporting Date, to generate a computer list identifying (in Swingline Borrowings in accordance with Section 12.6(bsuch detail as is reasonably requested from time to time by Gotham) each of the IndenturePurchased Receivables. The obligation of Committed Purchaser computer list(s) referred to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(bthe preceding clause (y) of the Indenture shall be absoluteheld in trust for Gotham in separate containers (prominently marked to reflect the foregoing) and in safe places; and copies of such computer lists shall, irrevocable at the request of Gotham, be delivered to, or upon direction of, Gotham. The same shall be at all times open to inspection and unconditionalaudit by Gotham, its agents and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or representatives. During the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event a Termination Event, all such list(s) shall, at the request of Default (including the occurrence of any Insolvency Event with respect to the Issuer)Gotham, (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfieddelivered to, or (vii) any other circumstanceupon the direction of, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 PurchaserGotham. (d) Each CP Conduit shall notify At any time prior to the Termination Date, SCI may, upon 2 Business Days prior notice, deliver to the Agent for from time to time a written notice stating that SCI wishes temporarily to suspend its Purchaser Group by 10:00 a.m.obligation to sell additional Receivables to Gotham, New York City timeand Gotham's obligation to purchase additional Receivables, under this Agreement (a "Suspension Notice"). The period during which any such Suspension Notice remains in effect is sometimes herein referred to as a "Suspension Period." Each Suspension Period shall remain in effect from and including the second Business Day following the Business Day on which the Agent receives the applicable Purchase Date whether it has elected to make Suspension Notice until the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) earlier of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of second Business Day after the Business Day on which the Agent receives written notice from SCI cancelling such CP ConduitSuspension Notice, or (ii) the portion of sixtieth day after the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages effective date of such Committed Purchasers on Suspension Period (or if such Purchase Date (as determined by such Agent in good faith; for purposes of such determinationday is not a Business Day, such Agent shall be entitled to rely conclusively on then the most recent information provided by such CP Conduit or its agent or by the agent for its Support Partiesnext succeeding Business Day). Subject to receiving such notice and to Delivery of a Suspension Notice shall not diminish, impair or delay the satisfaction time for performance of the applicable conditions set forth in Article 3 hereof, each any obligations of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, except to the extent that, after giving effect to such Additional Class A-2 Principal Amount, expressly provided in the Class A-2 Principal Balance would exceed the Class A-2 Facility Limitfirst sentence of this paragraph (d).

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, and each Committed Purchaser that is in a Purchaser Group that does not include a CP Conduit shall, purchase its Purchaser Percentage of the Class A-2 B Initial Principal Balance for a purchase price equal to the portion the Class A-2 B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 B Principal Amount offered for purchase pursuant to Section 12.6(a) 12.6 of the Indenture and subsection 2.1(c) hereof. (ii) Subject On and subject to the provisions terms and conditions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenturethis Agreement, the Committed Purchasers agree to make purchases of Additional Class A-2 B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this AgreementDate. (c) Each purchase of any Additional Class A-2 B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m.4:30 p.m., New York City time, at least one two Business Day Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m.9:00 a.m., New York City time, on the day Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 B Principal Amount which is requested from the Class A-2 B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,00050,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 III hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as applicable, so purchased. Subject to the satisfaction of the applicable conditions set forth in Article III hereof, each Committed Purchaser that is part of a Purchaser Group that does not include a CP Conduit shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class A-2 B Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 III hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 III hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 III hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 B Principal Amount be offered for purchase hereunder or under Section 12.6(a) 12.6 of the Indenture, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 B Principal Amount, to the extent that, after giving effect to such Additional Class A-2 B Principal Amount, the Class A-2 B Principal Balance would exceed the Class A-2 B Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 B Initial Principal Balance for a purchase price equal to the portion the Class A-2 B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 B Principal Amount which is requested from the Class A-2 B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, Amount an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A-2 Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as applicable, so purchased. (e) Each Class A-2 B Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 B Principal Amount, to the extent that, after giving effect to such Additional Class A-2 B Principal Amount, the Class A-2 B Principal Balance would exceed the Class A-2 B Facility Limit.

Purchases. (a) On The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Company up to ten million dollars ($10,000,000) of Common Stock ("Common Stock") in one or more tranches on and subject to the terms and conditions of provided in this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 Initial Principal Balance for a purchase price equal to the portion the Class A-2 Initial Principal Balance so purchasedSection 2.2. (ib) On and subject Commencing on or after the Effective Date, the Company may give a notice (a "Put Notice") to the terms and conditions of this Agreement and prior Purchaser, with a copy to the related Purchase Termination Escrow Agent. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase pursuant to Section 12.6(a" The Put Notice shall specify the dollar amount (the "Put Amount") of the Indenture and subsection 2.1(c) hereof. Common Stock to be purchased by the Purchaser (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture which amount shall be absolute, irrevocable and unconditional, not be less than one hundred thousand dollars ($100,000) and not be affected by more than one million dollars ($1,000,000) in any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuergiven Put Notice), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each Except as specifically provided in this Section 2.2, the purchase and sale of any Additional Class A-2 Principal Amount hereunder Shares effected on the applicable Borrowing each Additional Closing Date shall be conducted as if it were the transactions referred to in accordance with the provisions Transaction Documents (other than this Section 2.3). By way of Section 12.6(a) illustration, and not in limitation, of the Indenture upon delivery foregoing, each of a Borrowing Notice by the Issuer Company and the Purchaser shall be deemed to have made all of the Administrative Agent received no later than 11:00 a.m.representations, New York City time, at least one Business Day prior to such Borrowing warranties and covenants set forth in the Transaction Documents as of the Additional Closing Date, and the Administrative Agent shall give notice terms of the Registration Rights Agreement will apply to the Additional Shares and the related Additional Warrants. Specifically, the Company acknowledges its obligation to register the Registrable Securities applicable to each additional Put Notice independent of any such Borrowing other effective registration applicable to the Registrable Securities relating to prior Common Stock and related Agents by telecopier before 2:00 p.m., New York City time, Warrants purchased on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing any prior Closing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit It shall be deemed a condition to have elected not the Company's right to make such purchase. Such Agent shall notify each Committed Purchaser issue a Put Notice that, as of the Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for such CP Conduit on or all Registrable Securities relating to Common Stock and related Warrants purchased prior to 11:00 a.m.the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective, New York City time, on (B) the Registration Rights Agreement shall continue to be in full force and effect and be applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage the filing of and effectiveness of the Class A-2 Initial Principal Balance or registration of the sale of the Additional Class A-2 Principal Amount, Shares and upon the exercise of the Warrants issued in connection with the closing of the Additional Shares (and the Company's issuance of the Additional Shares shall constitute the Company's confirmation thereof as the case may be, which notice shall specify (i) the identity of such CP Conduit, (iidate) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iiiC) the respective Liquidity Percentages representations and warranties of the Company contained in Article 4 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Shares shall constitute the Company's making each such representation and warranty as of such Committed Purchasers on such Purchase date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Shares shall constitute the Company's making such representation and warranty as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Partiesdate). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement It shall be made available a condition to the Agent for its Purchaser Group, subject Company's right to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereofissue a Put Notice that, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the each Closing Date, specified in writing the Put Amount shall not exceed the lesser of two hundred percent (200%) of the average Trading Volume for the twenty (20) consecutive trading days ending the day before the relevant Closing Date, or one million dollars ($1,000,000). (f) Except to the extent specifically contemplated by the Issuer to such Agent not later than provisions of this Section, each Additional Closing shall be conducted upon the Business Day prior same terms and conditions as those applicable to the closing held on the Initial Closing Date. (fg) In The Purchaser's obligations under this Section 2.2 shall terminate at the event that notwithstanding the fulfillment later of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) eighteen (18) months after the identity of such CP ConduitInitial Closing Date, or (ii) the amount date at which the Company has sold ten million ($10,000,000) dollars of Common Stock to the purchase which it had elected but failed to make and (iii) Purchaser, provided however, that the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent Purchaser's obligations shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not terminate no later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in twenty-four (24) months after the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the IndentureInitial Closing Date. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date (i) each initial CP Conduit may, in its sole discretion, Purchaser may purchase its Purchaser Percentage of the Class A-2 B Certificates on the Closing Date for a purchase price equal to its Purchaser Percentage of the Class B Initial Principal Balance Invested Amount, and (ii) each Liquidity Purchaser for each Purchaser Group, severally, agrees to purchase on the Closing Date its Liquidity Percentage of the portion of the Class B Initial Invested Amount not purchased by the Conduit Purchaser in such Purchaser Group pursuant to clause (i), in each case for a purchase price equal to the portion of the Class A-2 B Initial Principal Balance Invested Amount so purchased. (ib) On and subject to the terms and conditions of this Agreement and prior to the related its Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Purchaser may purchase its Purchaser Percentage of any Additional Class A-2 Principal B Invested Amount offered for purchase pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. Servicing Agreement, and (ii) Subject each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the Additional Class B Invested Amount so offered for purchase, in each case for a purchase price equal to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to B Invested Amount so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreementpurchased. (c) The purchase of the Class B Initial Invested Amount shall be made on prior notice from the Transferor to the Facility Agent and each Agent received not later than 4:00 p.m. New York City time on the Business Day preceding the Closing Date. Each purchase of any Additional Class A-2 Principal B Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with made on prior notice from the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice Transferor received by the Issuer to the Administrative Facility Agent received no and each Agent not later than 11:00 a.m., 2:00 p.m. New York City time, at least one time on the Business Day prior to immediately preceding such Borrowing Purchase Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an Additional (i) the aggregate Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an B Initial Invested Amount or Additional Class B Principal Invested Amount and/or an Additional Class C Principal Amount whichto be purchased, except in (ii) the case applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000purchase. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Each Agent shall promptly forward a copy of each Borrowing Notice such notice received by it to each Agent and each Class A-2 PurchaserB Purchaser in its Purchaser Group. (d) Each CP Conduit Purchaser shall notify the Agent for its Purchaser Group by 10:00 9:30 a.m., New York City time, on the applicable Purchase Date whether it has elected determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement), as applicable. In the event that a CP Conduit Purchaser shall not have timely provided such notice, notice such CP Conduit Purchaser shall be deemed to have elected determined not to make such purchase. Such Agent shall notify the Transferor, the Servicer and each Committed Liquidity Purchaser for such CP Conduit Purchaser on or prior to 11:00 10:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit Purchaser has not elected determined to purchase its entire Purchaser Percentage share of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as the case may be, which notice and shall specify in such notice (i) the identity of such CP ConduitConduit Purchaser, (ii) the portion of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as the case may be, which such CP Conduit Purchaser has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP ConduitConduit Purchaser's Committed Liquidity Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the purchase a portion of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as the case may be, which such CP Conduit Purchaser has not elected to purchasepurchase in an amount equal to its Liquidity Percentage thereof, for a purchase price equal to its share the a portion of the Class A-2 B Initial Principal Balance Invested Amount or the Additional Class A-2 Principal B Invested Amount, as applicablethe case may be, so purchased. (e) Each Class A-2 B Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer Transferor in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of Transferor in the United States specified by the Issuer in the applicable Borrowing Notice purchase notice given pursuant to subsection 2.1(c) or, in the case of the purchase on the Closing Date, specified in writing by the Issuer Transferor to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit Purchaser elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit Purchaser shall be deemed to have rescinded its election to make such purchase, and neither the Issuer Transferor nor any other party shall have any claim against such CP Conduit Purchaser by reason of for its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m.noon, New York City time, on the Purchase Date to each Committed Liquidity Purchaser for such CP Conduit and to the Issuer and the ServicerPurchaser, which notice shall specify (i) the identity of such CP ConduitConduit Purchaser, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP ConduitConduit Purchaser's Committed Liquidity Purchasers shall purchase a portion of the Class A-2 Principal Balance B Invested Amount in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer Transferor described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenturethis Agreement. (g) The Agent for each Purchaser Group shall notify the Transferor, the Servicer and each Class B Purchaser in its Purchaser Group on the Closing Date (in the case of the purchase of the Class B Initial Invested Amount) or not later than the Business Day following the applicable Increase Date (in the case of any purchases of Additional Class B Invested Amounts) of the identity of each Class B Purchaser in such Purchaser Group which purchased any portion of the Class B Initial Invested Amount or any Additional Class B Invested Amount on such Purchase Date, whether such Class B Purchaser was a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser and the portion of the Class B Initial Invested Amount or Additional Class B Invested Amount purchased by such Class B Purchaser. (h) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal B Invested Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment, and in no event shall a Liquidity Purchaser be required on any date to purchase an Additional Class B Invested Amount which would result in its Percentage Interest of the Class B Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 Principal B Invested Amount be offered for purchase hereunder or under Section 12.6(a) 6.15 of the IndentureSupplement, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 Principal AmountB Invested Amounts, to the extent that, after giving effect to such Additional Class A-2 Principal Amountpurchase, the Class A-2 B Principal Balance would exceed the Class A-2 Facility B Purchase Limit. (i) The Class B Purchasers in each Purchaser Group hereby direct that the Class B Certificates be registered in the name of the Agent for such Purchaser Group, as nominee on behalf of the Class B Purchasers in such Purchaser Group from time to time hereunder. (j) The Class B Certificates and interest thereon shall be paid as provided in the Pooling and Servicing Agreement, and each Agent shall allocate to the Class B Owners in its Purchaser Group each payment in respect of the Class B Certificates received by such Agent in its capacity as Class B Certificateholder as provided herein. Payments in reduction of the Class B Invested Amount shall be allocated and applied to Class B Owners pro rata based on their respective Percentage Interests of the Class B Principal Balance, or in any such case in such other proportions as each affected Class B Purchaser may agree upon in writing from time to time with such Agent and the Transferor; provided that from and after a Partial Expiration Date until the earlier to occur of (i) the Purchase Termination Date for all Class B Purchasers and (ii) the date on which (A) the aggregate amount of payments in reduction of the Class B Principal Balance made after such Partial Expiration Date equals (B) the aggregate Class B Exiting Purchaser Amortization Amount for such Partial Expiration Date, payments on a Class B Certificate in reduction of the portion of the Class B Principal Balance evidenced by such Class B Certificate shall be allocated and applied to Class B Owners of such Class B Certificate which are Exiting Purchasers pro rata based on their respective Percentage Interests of the Class B Principal Balance. Payments of interest in respect of the portion of the Class B Principal Balance evidenced by a Class B Certificate shall be allocated and applied to Class B Owners of such Class B Certificate pro rata based upon the respective amounts of interest owed to them, determined as provided in Section 2.3 and the Issuance Supplement.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed 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, 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 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 of and subject to the conditions of this Agreement, on the Closing Date LC Bank agrees to issue Letters of Credit in return for (and each initial CP Conduit mayLC 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, that under no circumstances shall any Purchaser make any Purchase (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 its sole discretion, purchase such Purchaser’s Purchaser Group would exceed (A) its Purchaser Percentage Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the Class A-2 Initial Principal Balance for a purchase price face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit and (y) an amount equal to the portion Net Receivables Pool Balance plus any amount on deposit in the Class A-2 Initial Principal Balance so purchasedLC Collateral Account minus the Total Reserves or (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants. The Seller may, subject to the 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 1.15. (ib) On 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) pursuant to Section 1.15, 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 or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the terms conditions hereof, in an amount equal to the amount of such Reimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions of this Agreement herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and prior deliver the proceeds thereof directly to the related Purchase Termination DateAdministrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each CP Conduit may, such LC Participant) in its sole discretion, purchase its Purchaser Percentage satisfaction of any Additional Class A-2 Principal Amount offered for purchase the Reimbursement Obligation pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement1.15. (c) Each The Seller may, upon sixty (60) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Additional Class A-2 Principal Amount hereunder on Purchaser Group plus the applicable Borrowing Date LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $125,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the provisions Purchaser Agents of any notice received by it pursuant to this Section 12.6(a) 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received LC Collateral Account hereunder) no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, termination or reduction shall be effective unless and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall until (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings a termination, the proceeds of which are used to repay Swingline Borrowings, amount on deposit in the aggregate equal LC Collateral Account is at least $50,000,000 equal to the then outstanding LC Participation Amount and (ii) in an integral multiple the case of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under a partial reduction, the Class A-1 amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received Limit as so reduced by it to each Agent and each Class A-2 Purchasersuch partial reduction. (d) Each CP Conduit shall notify of the Agent for its parties hereto hereby acknowledges and agrees that the Purchaser Group that includes PNC, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each request by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make Seller for ratable Purchases by the purchase offered to it Conduit Purchasers pursuant to subsection 2.1(aSection 1.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of the Indenturesuch Purchases. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Company up to $5,000,000 of Common Stock ("Common Stock") in one or more Tranches on and subject to the terms and conditions of provided this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 Initial Principal Balance for a purchase price equal to the portion the Class A-2 Initial Principal Balance so purchasedSection 2.2. (ib) On and subject Commencing on or before the Effective Date, the Company may give a notice (a "Put Notice") to the terms and conditions of this Agreement and prior Purchaser, with a copy to the related Purchase Termination Escrow Agent. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase pursuant to Section 12.6(a" The Put Notice shall specify the dollar amount (the "Put Amount") of the Indenture and subsection 2.1(c) hereof. Common Stock to be purchased by the Purchaser (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture which amount shall be absolute, irrevocable and unconditional, not be less than one hundred thousand dollars ($100,000) and not be affected by more than five hundred thousand dollars ($500,000) in any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuergiven Put Notice), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each Except as specifically provided in this Section 2.3, the purchase and sale of any Additional Class A-2 Principal Amount hereunder Common Stock effected on the applicable Borrowing each Additional Closing Date shall be conducted as if it were the transactions referred to in accordance with the provisions Transaction Agreements (other than this Section 2.3). By way of Section 12.6(a) illustration, and not in limitation, of the Indenture upon delivery foregoing, each of a Borrowing Notice by the Issuer Company and the Purchaser shall be deemed to have made all of the Administrative Agent received no later than 11:00 a.m.representation, New York City time, at least one Business Day prior to such Borrowing Datewarranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock, and the Administrative Agent shall give notice terms of the Registration Rights Agreement will apply to the Additional Common Stock and the related Warrants. Specifically, the Company acknowledges its obligation to register the Registrable Securities applicable to each Additional Put independent of any such Borrowing other effective registration applicable to the Registrable Securities relating to prior Common Stock and related Agents by telecopier before 2:00 p.m., New York City time, Warrants purchased on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing any prior Closing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit It shall be deemed a condition to have elected not the Company's right to make such purchase. Such Agent shall notify each Committed Purchaser issue a Put Notice that, as of the Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for such CP Conduit on or all Registrable Securities relating to Common Stock and related Warrants purchased prior to 11:00 a.m.the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective, New York City time, on (B) the Registration Rights Agreement shall continue to be in full force and effect and be applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage the filing of and effectiveness of the Class A-2 Initial Principal Balance or registration of the sale of shares of Common Stock issuable upon conversion of the Additional Class A-2 Principal Amount, Common Stock and upon the exercise of the Warrants issued in connection with the closing of the Additional Common Stock (and the Company's issuance of the Additional Common Stock shall constitute the Company's confirmation thereof as the case may be, which notice shall specify (i) the identity of such CP Conduit, (iidate) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iiiC) the respective Liquidity Percentages representations and warranties of the Company contained in Article 4 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such Committed Purchasers on such Purchase date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Partiesdate). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement It shall be made available a condition to the Agent for its Purchaser Group, subject Company's right to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereofissue a Put Notice that, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the each Closing Date, specified in writing by the Issuer to such Agent Put Amount shall not later than exceed two hundred percent (200%) of the Business Day prior to average Trading Volume for the twenty (20) consecutive trading days ending the day before the relevant Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available Except to the Agent for its Purchaser Group when extent specifically contemplated by the provisions of this Section, the closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the Initial Closing Date. (h) The Company is only required by subsection 2.1(eto issue Put Notices totaling a minimum of one million dollars ($1,000,000) of Common Stock during the term of this Agreement. Should the Company not desire to issue any further Put Notices under this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent then it shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer Purchaser, with a copy to the Escrow Agent and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Share Escrow Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of under this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, Committed Purchaser agrees to purchase its Purchaser Percentage of the Class A-2 A Initial Note Principal Balance for a purchase price equal to the portion the Class A-2 A Initial Note Principal Balance so purchasedBalance. (ib) On and subject to the terms and conditions of this Agreement and prior to the related earlier to occur of its Purchase Termination Date and the Termination Date, (i) each CP Conduit may, in its sole discretion, which is not a Committed Purchaser may purchase its Purchaser Percentage of any Additional Class A-2 A Note Principal Amount Balance Increase offered for purchase pursuant to Section 12.6(a) 4.12 of the Indenture Supplement, and subsection 2.1(c) hereof. (ii) Subject each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the Class A Note Principal Balance Increase so offered for purchase, in each case for a purchase price equal to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 A Note Principal Balance for purposes of this AgreementIncrease so purchased. (c) The purchase of the Class A Initial Note Principal Balance hereunder shall be made on the Closing Date. Each purchase of any Additional Class A-2 A Note Principal Amount Balance Increase hereunder on the applicable Borrowing Increase Date shall be in accordance with the provisions of Section 12.6(a) 4.12 of the Indenture Supplement upon delivery of a Borrowing an Increase Notice by the Transferor on behalf of the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one two Business Day Days prior to the applicable Increase Date (or such Borrowing Date, and shorter period as may be agreed to by the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the IssuerAgent). Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Increase Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar weekirrevocable. The Administrative Agent shall promptly forward a copy of each Borrowing Increase Notice received by it to each Agent and each Class A-2 A Purchaser. (d) Each CP Conduit which is not a Committed Purchaser shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial A Note Principal Balance or the Additional Class A-2 Principal Amount, as the case may beIncrease, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial A Note Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, Increase which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial A Note Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, Increase which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial A Note Principal Balance or the Additional Class A-2 Principal Amount, as applicable, Increase so purchased. (e) Each Class A-2 A Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment fulfilment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b7.3(b) of this Agreement. Such Agent shall promptly notify the Servicer Issuer in the event that any Class A-2 A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment fulfilment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of Issuer in the United States specified by the Issuer in the applicable Borrowing Increase Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment fulfilment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit which is not a Committed Purchaser elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer Issuer, the Transferor nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the ServicerIssuer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 A Note Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of Section 4.12 of the IndentureIndenture Supplement. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional a Class A-2 A Note Principal Amount or a participation in Swingline Borrowings Balance Increase which would result in its Percentage Interest of the Class A-2 A Note Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 A Note Principal Amount Balance Increase be offered for purchase hereunder or under Section 12.6(a) 4.12 of the IndentureIndenture Supplement, nor shall any Class A-2 A Purchaser be obligated to purchase any Additional Class A-2 A Note Principal AmountBalance Increase, to the extent that, after giving effect to such Additional Class A-2 A Note Principal AmountBalance Increase, the Class A-2 A Note Principal Balance would exceed the Class A-2 A Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 C Initial Principal Balance for a purchase price equal to the portion the Class A-2 C Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 C Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 C Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 C Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 C Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 C Principal Amount which is requested from the Class A-2 C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 C Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, Amount an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A-2 Purchase Agreement or the Class C B Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as applicable, so purchased. (e) Each Class A-2 C Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 C Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 C Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 C Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 C Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 C Purchaser be obligated to purchase any Additional Class A-2 C Principal Amount, to the extent that, after giving effect to such Additional Class A-2 C Principal Amount, the Class A-2 C Principal Balance would exceed the Class A-2 C Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 B Initial Principal Balance for a purchase price equal to the portion the Class A-2 B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 B Principal Amount which is requested from the Class A-2 B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as applicable, so purchased. (e) Each Class A-2 B Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 B Principal Amount, to the extent that, after giving effect to such Additional Class A-2 B Principal Amount, the Class A-2 B Principal Balance would exceed the Class A-2 B Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 A Initial Principal Balance for a purchase price equal to the portion the Class A-2 A Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 A Principal Amount offered for purchase pursuant to Section 12.6(a) 12.6 of the Indenture and subsection 2.1(c) hereof. (ii) Subject On and subject to the provisions terms and conditions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenturethis Agreement, the Committed Purchasers agree to make purchases of Additional Class A-2 A Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this AgreementDate. (c) Each purchase of any Additional Class A-2 A Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m.4:30 p.m., New York City time, at least one two Business Day Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m.9:00 a.m., New York City time, on the day Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 A Principal Amount which is requested from the Class A-2 A Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 A Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 A Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 A Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,00050,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 A Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 III hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 A Initial Principal Balance or the Additional Class A-2 A Principal Amount, as applicable, so purchased. (e) Each Class A-2 A Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 III hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 III hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 III hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 A Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 A Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 A Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 A Principal Amount be offered for purchase hereunder or under Section 12.6(a) 12.6 of the Indenture, nor shall any Class A-2 A Purchaser be obligated to purchase any Additional Class A-2 A Principal Amount, to the extent that, after giving effect to such Additional Class A-2 A Principal Amount, the Class A-2 A Principal Balance would exceed the Class A-2 A Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 B Initial Principal Balance for a purchase price equal to the portion the Class A-2 B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 B Principal Amount which is requested from the Class A-2 B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, Amount an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A-2 Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as applicable, so purchased. (e) Each Class A-2 B Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 B Principal Amount, to the extent that, after giving effect to such Additional Class A-2 B Principal Amount, the Class A-2 B Principal Balance would exceed the Class A-2 B Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Effective Date each initial CP Conduit may, in its sole discretion, purchase Class C Purchaser party to the Collateral Note Master Transfer Supplement – Class C shall acquire its Purchaser Percentage of the Class A-2 C Initial Principal Balance for a purchase price equal to in accordance with the portion terms and provisions of the Collateral Note Master Transfer Supplement – Class A-2 Initial Principal Balance so purchased.C. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 C Principal Amount offered for purchase pursuant to Section 12.6(a) 12.6 of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 C Principal Amount which is requested from the Class A-2 C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 C Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 20,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A Note Purchase Agreement or the Class C B Note Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, Amount which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 C Principal Amount, as applicable, Amount so purchased. (e) The purchase price payable by each Class C Purchaser pursuant to subsection 2.1(a) shall be made available to the Agent for the related Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3, in accordance with the terms of the Collateral Note Master Transfer Supplement – Class C. Each Class A-2 C Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 C Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Effective Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Effective Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 C Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 C Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 C Principal Amount be offered for purchase hereunder or under Section 12.6(a) 12.6 of the Indenture, nor shall any Class A-2 C Purchaser be obligated to purchase any Additional Class A-2 C Principal Amount, to the extent that, after giving effect to such Additional Class A-2 C Principal Amount, the Class A-2 C Principal Balance would exceed the Class A-2 C Facility Limit. (h) Prior to the earlier of October 30, 2009 and the date on which the Collateral Note Percentage equals 100%, in no event will the Issuer request that any Class C Purchaser purchase an Additional Class C Principal Amount in an amount greater than the product of (i) the “Additional Class C Principal Amount” requested to be funded under the Collateral Notes – Class C on the same date and (ii) (A) in the case of a CP Conduit, its Purchaser Percentage or (B) in the case of a Committed Purchaser, its Liquidity Percentage of the Purchaser Percentage of its related CP Conduit.

Purchases. (a) (i) On the Closing Date, subject to the terms and conditions hereof, each Purchaser severally agrees to purchase such Purchaser’s Pro Rata Share of a Purchaser Interest with an aggregate Capital Investment equal to the Initial Term Purchaser Interest Amount from the Seller, and the Seller agrees to sell such Purchaser Interests to the Purchasers (together with any Reinvestment Purchases with respect thereto, the “Term Purchaser Interest”). (ii) In addition, from and after the Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, each Purchaser severally agrees to purchase such Purchaser’s Pro Rata Share of this Agreement, on each additional Purchaser Interest from the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Seller from time to time and the Seller agrees to sell such Purchaser Percentage of the Class A-2 Initial Principal Balance for a purchase price equal Interests to the portion Purchasers (together with any Reinvestment Purchases with respect thereto, the Class A-2 Initial Principal Balance so purchased“Revolving Purchaser Interest”). (iiii) On and subject to the terms and conditions of this Agreement and prior to the related Each Purchaser agrees that if a Purchase Termination Dateis requested, each CP Conduit may, in its sole discretion, purchase its such Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to shall make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings available in accordance with Section 12.6(b2.03(b) hereof, an amount equal to such Purchaser’s Pro Rata Share of such Purchase. Each Purchase shall consist of either (i) a Purchase made with new funds provided by such Purchasers (each, a “Capital Purchase”) or (ii) a Purchase made with funds consisting of Collections allocated to the IndenturePurchaser Interests pursuant to the terms of this Agreement (each, a “Reinvestment Purchase”). The obligation On each Business Day following the Closing Date until the Facility Termination Date, but subject to Section 3.02 hereof, each Purchaser holding a Purchaser Interest at such time shall be automatically deemed to have made a Reinvestment Purchase with the amount of Committed Purchaser funds to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings be distributed to the Seller pursuant to Section 12.6(b) of the Indenture shall be absolute2.08, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, if any. (iv) any breach Notwithstanding anything herein to the contrary, each Purchaser’s Pro Rata Share of (x) Capital Investment in respect of the Indenture or any Basic Document by Term Purchaser Interest and (y) Capital Investment in respect of the IssuerRevolving Purchaser Interest shall be the same at all times. (b) Each Purchaser’s obligation hereunder shall be several, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) such that the failure of the conditions set forth any Purchaser to make a payment in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) connection with any Purchase hereunder shall not relieve any other circumstance, happening or event whatsoever, whether or not similar Purchaser of its obligation hereunder to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance make payment for purposes of this Agreementsuch Purchase. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on Notwithstanding the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received foregoing, under no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event circumstances shall a Committed Purchaser be required on make any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent thatPurchase if, after giving effect to such Additional Class A-2 Principal Amountthereto, the Class A-2 Principal Balance a Purchase Excess would exceed the Class A-2 Facility Limitexist.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed 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, 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 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 of and subject to the conditions of this Agreement, on the Closing Date LC Bank agrees to issue Letters of Credit in return for (and each initial CP Conduit may, LC Participant hereby severally agrees to make participation advances in its sole discretion, purchase its Purchaser Percentage connection with any draws under such Letters of the Class A-2 Initial Principal Balance for a purchase price Credit equal to the portion the Class A-2 Initial Principal Balance so purchased. (isuch LC Participant’s Pro Rata Share of such draws) On and subject undivided percentage ownership interests with regard to the terms and conditions of this Agreement and prior Purchased Interest from the Seller from time to time from the date hereof to the related Purchase Facility Termination Date; provided, each CP Conduit maythat under no circumstances shall any Purchaser make any Purchase (including, in its sole discretionwithout limitation, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase mandatory deemed Purchases pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer1.1(b), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) issue any Letters of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal AmountCredit hereunder, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent thatif, after giving effect to such Additional Class A-2 Principal AmountPurchase, the Class A-2 Principal Balance (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 (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Class A-2 Facility Limitlesser of (x) the Purchase Limit and (y) an amount equal to the Net Receivables Pool Balance plus any amount on deposit in the LC Collateral Account minus the Total Reserves or (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants. The Seller may, subject to the 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 1.15. (b) 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) pursuant to Section 1.15, 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 or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to the amount of such Reimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon 60 days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $125,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Effective Date each initial CP Conduit may, in its sole discretion, purchase Class B Purchaser party to the Collateral Note Master Transfer Supplement – Class B shall acquire its Purchaser Percentage of the Class A-2 B Initial Principal Balance for a purchase price equal to in accordance with the portion terms and provisions of the Collateral Note Master Transfer Supplement – Class A-2 Initial Principal Balance so purchased.B. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 B Principal Amount offered for purchase pursuant to Section 12.6(a) 12.6 of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 B Principal Amount which is requested from the Class A-2 B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 20,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A Note Purchase Agreement or the Class C Note Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, Amount which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 B Principal Amount, as applicable, Amount so purchased. (e) The purchase price payable by each Class B Purchaser pursuant to subsection 2.1(a) shall be made available to the Agent for the related Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3, in accordance with the terms of the Collateral Note Master Transfer Supplement – Class B. Each Class A-2 B Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Effective Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Effective Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 B Principal Amount be offered for purchase hereunder or under Section 12.6(a) 12.6 of the Indenture, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 B Principal Amount, to the extent that, after giving effect to such Additional Class A-2 B Principal Amount, the Class A-2 B Principal Balance would exceed the Class A-2 B Facility Limit. (h) Prior to the earlier of October 30, 2009 and the date on which the Collateral Note Percentage equals 100%, in no event will the Issuer request that any Class B Purchaser purchase an Additional Class B Principal Amount in an amount greater than the product of (i) the “Additional Class B Principal Amount” requested to be funded under the Collateral Notes – Class B on the same date and (ii) (A) in the case of a CP Conduit, its Purchaser Percentage or (B) in the case of a Committed Purchaser, its Liquidity Percentage of the Purchaser Percentage of its related CP Conduit.

Purchases. (a) (i) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (A) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed 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 (B) 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, 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 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 of and subject to the conditions of this Agreement, on the Closing Date LC Bank agrees to issue Letters of Credit in return for (and each initial CP Conduit may, LC Participant hereby severally agrees to make participation advances in its sole discretion, purchase its Purchaser Percentage connection with any draws under such Letters of the Class A-2 Initial Principal Balance for a purchase price Credit equal to the portion the Class A-2 Initial Principal Balance so purchased. (isuch LC Participant’s Pro Rata Share of such draws) On and subject undivided percentage ownership interests with regard to the terms and conditions of this Agreement and prior Purchased Interest from the Seller from time to time from the date hereof to the related Purchase Facility Termination Date; provided, each CP Conduit maythat under no circumstances shall any Purchaser make any Purchase (including, in its sole discretionwithout limitation, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase mandatory deemed Purchases pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer1.1(b), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) issue any Letters of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal AmountCredit hereunder, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent thatif, after giving effect to such Additional Class A-2 Principal AmountPurchase, the Class A-2 Principal Balance (A) 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 (I) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (II) the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit, (B) the Aggregate Capital plus the LC Participation Amount would exceed the Class A-2 Facility LimitPurchase Limit or (C) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants. (ii) The Seller may, subject to the 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 1.15. (b) 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) pursuant to Section 1.15, 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 or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the 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 paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon 30 days’ written notice to the Administrator, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) The sum of the Adjusted LC Participation Amount and the Aggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) On and subject to the terms and conditions of this Agreement, each Noncommitted Class B Purchaser which is a party hereto on the Closing Date each initial CP Conduit mayDate, in severally, agrees to acquire its sole discretion, purchase its Noncommitted Purchaser Percentage of the Class A-2 B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Principal Balance Class B Invested Amount, which shall not be less than $62,500, and each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class B Certificates not so acquired by Noncommitted Class B Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class B Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 1:00 p.m. New York City time on the Closing Date, at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor. The Class B Purchasers hereby direct that the Class A-2 Initial Principal Balance so purchasedB Certificates be registered in the name of the Agent, on behalf of the Class B Owners from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class A-2 Principal B Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. Servicing Agreement in an amount of not less than $62,500, and (ii) Subject each Committed Class B Purchaser, severally, agrees to purchase a portion of such VFC Additional Class B Invested Amount which is not purchased by Noncommitted Class B Purchasers pursuant to clause (i) in an amount equal to the provisions lesser of Section 2.1(g(A) hereof and so long as its Commitment Percentage thereof, or (B) the related Swingline Borrowing was funded in compliance with the terms excess of Section 12.6(b) its Commitment over its Percentage Interest of the IndentureClass B Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the Committed Purchasers agree to make purchases of VFC Additional Class A-2 Principal Amounts on B Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, for the account of the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 1:00 p.m. New York City time on the related Commitment Termination applicable Purchase Date specified pursuant to refund Swingline Borrowings and/or subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement. Each Noncommited Class B Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms and conditions of this Agreement, it currently intends to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) its Noncommitted Purchaser Percentage of the Indenture. The obligation of Committed Purchaser to so purchase any VFC Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings B Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(b) 6.15 of the Indenture shall be absolutePooling and Servicing Agreement to the extent that, irrevocable at the time of such purchase, it is permitted and unconditional, able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and not be affected by Standard & Poor's on the date on which such Structured Purchaser became a Class B Purchaser (without increasing or otherwise modifying any circumstance, including (i) any set-off, counterclaim, recoupment, defense letter of credit or other right which enhancement provided to such Committed Structured Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (iiliquidity support provided to such Structured Purchaser by Affected Parties) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect in sufficient amounts fully to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreementfund such purchase. (c) Each The purchase of the Initial Class B Invested Amount shall be made on prior notice from the Transferor to the Agent received by the Agent not later than 9:30 a.m. New York City time on the Closing Date, and each purchase of any VFC Additional Class A-2 Principal B Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with made on prior notice from the provisions of Section 12.6(a) of Transferor to the Indenture upon delivery of a Borrowing Notice Agent received by the Issuer to the Administrative Agent received no not later than 11:00 a.m., 4:00 p.m. New York City time, at least one time on the Business Day prior to immediately preceding such Borrowing Purchase Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an (i) the aggregate VFC Additional Class B Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) the desired duration of the initial Fixed Period for the Class B Investor Principal Amount and/or an Additional Class C Principal Amount which, except in the case Balance of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000each applicable Purchaser. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it such notice to each Agent and Class B Purchaser. In the case of the purchase of a VFC Additional Class B Invested Amount, each Noncommitted Class A-2 Purchaser. (d) Each CP Conduit B Purchaser shall notify the Agent for its Purchaser Group by 10:00 10:45 a.m., New York City time, on the applicable Purchase Date whether it has elected determined to make such purchase and, if so, whether all of the purchase offered terms specified by the Transferor are acceptable to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreementsuch Noncommitted Class B Purchaser. In the event that a CP Conduit Noncommitted Class B Purchaser shall not have timely provided such notice, such CP Conduit it shall be deemed to have elected determined not to make such purchase. Such The Agent shall notify the Transferor and each Committed Class B Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit of whether each Noncommitted Class B Purchaser has not elected so determined to purchase its entire Purchaser Percentage share of the Class A-2 Initial Principal Balance or the such VFC Additional Class A-2 Principal B Invested Amount and, in the event that Noncommitted Class B Purchasers have not determined to purchase the entire VFC Additional Class B Invested Amount, as the case may be, which notice Agent shall specify in such notice (i) the identity portion of such CP Conduitthe VFC Additional Class B Invested Amount to be purchased by each Committed Class B Purchaser, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, applicable Purchase Date (which such CP Conduit has not elected to purchase as provided aboveshall be a Business Day), and (iii) the respective Liquidity Percentages duration of such the initial Fixed Period for the Class B Investor Principal Balance of each Committed Purchasers on such Purchase Date Class B Purchaser. (as determined by such Agent in good faith; d) In no event may the Transferor offer any VFC Additional Class B Invested Amount for purposes purchase hereunder or under Section 6.15 of such determinationthe Pooling and Servicing Agreement, such Agent nor shall any Committed Class B Purchaser be entitled obligated to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and purchase any VFC Additional Class B Invested Amount, to the satisfaction of the applicable conditions set forth in Article 3 hereofextent that such VFC Additional Class B Invested Amount, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of when aggregated with the Class A-2 Initial B Investor Principal Balance or determined prior to giving effect to the Additional Class A-2 Principal Amountissuance thereof, as would exceed the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchasedaggregate Commitments. (e) Each In the event that one or more Committed Class A-2 Purchaser's B Purchasers (the "DEFAULTING PURCHASERS") fails to fund its Committed Percentage of any purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 a VFC Additional Class B Invested Amount by 1:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account Date and the Servicer shall have notified the Agent of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined failure by such Agent, such Agent will not later than 4:00 1:30 p.m., New York City time, on such Purchase Date make such funds availableDate, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case Agent shall so notify each of the purchase on other Committed Class B Purchasers (the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f"NONDEFAULTING PURCHASERS") In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the such Purchase Date to Date, and each Committed Nondefaulting Purchaser for such CP Conduit and shall, subject to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount satisfaction of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent conditions specified in good faith; for purposes of such determinationSection 3 hereof, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the aggregate VFC Additional Class A-2 Principal Balance in an amount B Invested Amount which was to be purchased by the Defaulting Purchasers equal to the lesser of (i) its Liquidity Commitment Percentage thereof as a percentage of the amount described in clause aggregate Commitment Percentages of all Nondefaulting Purchasers, and (ii) above the excess of its Commitment over its Percentage Interest of the Class B Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased, by making such purchase price available to the Trustee for the account of the Transferor at or before 4:00 p.m., prior to 5:00 p.m. New York City time, on such Purchase Date for deposit into the Proceeds Account in immediately available funds. No such purchase by Nondefaulting Purchasers shall relieve any Defaulting Purchaser of its obligations to make purchases hereunder, and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such each Defaulting Purchaser shall from and after the applicable Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase the portion of any VFC Additional Class A-2 B Invested Amount which such Defaulting Purchaser was required to purchase hereunder and which was purchased by a Nondefaulting Purchaser from such Nondefaulting Purchaser at a purchase price equal to (i) the portion of the Class B Investor Principal AmountBalance represented thereby, plus (ii) accrued and unpaid interest thereon at the applicable Class B Certificate Rate, plus (iii) an amount calculated at the rate of 1.0% per annum from the applicable Purchase Date for such VFC Additional Class B Invested Amount through the date of such purchase by the Defaulting Purchaser. The Transferor shall have the right to replace any Defaulting Purchaser hereunder with a Replacement Purchaser, and the Agent, acting at the request of the Required Class B Purchasers, shall have the right to replace such Defaulting Purchaser with a Replacement Purchaser which is an Eligible Assignee or is otherwise reasonably acceptable to the extent thatTransferor; PROVIDED, after giving effect that (x) such replacement shall not affect the Defaulting Purchaser's right to receive any amounts otherwise owed to it hereunder, when and as the same would have been due and payable without regard to such replacement (subject to the rights of the other parties hereto with respect to such Defaulting Purchaser), and (y) such Replacement Purchaser shall, concurrently with its becoming a Committed Class B Purchaser hereunder, purchase the portion of any VFC Additional Class A-2 Principal Amount, B Invested Amount at the time required to be purchased by the Defaulting Purchaser pursuant to the preceding sentence for a purchase price equal to (i) the portion of the Class A-2 B Investor Principal Balance would exceed represented thereby, plus (ii) accrued and unpaid interest thereon at the applicable Class B Certificate Rate; PROVIDED FURTHER, that upon any such replacement and purchase by a Replacement Purchaser, any amounts owing to Nondefaulting Purchasers by such Defaulting Purchaser under clause (iii) of the preceding sentence shall remain an obligation of such Defaulting Purchaser. (f) The Class B Certificates shall be paid as provided in the Pooling and Servicing Agreement. The Agent shall allocate each payment in reduction of the Class A-2 Facility LimitB Investor Principal Balance to the Class B Owners PRO RATA based on their respective Percentage Interests, and shall allocate each payment of Class B Interest for any Business Day to the Class B Owners PRO RATA based on the Yield on such Class B Owner's portion of the Class B Investor Principal Balance for such Business Day. Amounts so allocated by the Agent shall be distributed by the Agent to the respective Class B Owners when and as received by the Agent from the Trust.

Purchases. (a) On and subject to the terms and conditions of this Agreement, each Noncommitted Class A Purchaser which is a party hereto on the Closing Date each initial CP Conduit mayDate, in severally, agrees to acquire its sole discretion, purchase its Noncommitted Purchaser Percentage of the Class A-2 A Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Principal Balance Class A Invested Amount, which shall not be less than $500,000, and each Committed Class A Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class A Certificates not so acquired by Noncommitted Class A Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class A Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor on the Closing Date, subject to the satisfaction of the conditions specified in Section 3 hereof, by wire transfer at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor; provided, that, in any event, the Agent shall notify the Transferor at or prior to 1:00 p.m. Pittsburgh, Pennsylvania time, if such wire transfer will not be initiated at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date. The Class A Purchasers hereby direct that the Class A-2 Initial Principal Balance so purchasedA Certificates be registered in the name of the Agent, on behalf of the Class A Owners from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class A Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class A-2 Principal A Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. Servicing Agreement in an amount of not less than $500,000, and (ii) Subject each Committed Class A Purchaser, severally, agrees to purchase a portion of such VFC Additional Class A Invested Amount which is not purchased by Noncommitted Class A Purchasers pursuant to clause (i) in an amount equal to the provisions lesser of Section 2.1(g(A) hereof and so long as its Commitment Percentage thereof, or (B) the related Swingline Borrowing was funded in compliance with the terms excess of Section 12.6(b) its Commitment over its Percentage Interest of the IndentureClass A Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the Committed Purchasers agree to make purchases of VFC Additional Class A-2 Principal Amounts on A Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, by wire transfer at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on the related Commitment Termination applicable Purchase Date for the account of the Transferor, subject to refund Swingline Borrowings and/or the satisfaction of the conditions specified in Section 3 hereof, on the applicable Purchase Date specified pursuant to subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement; provided, that, in any event, the Agent shall notify the Transferor at or prior to 1:00 p.m. Pittsburgh, Pennsylvania time, if such wire transfer will not be initiated at or prior to 2:00 p.m. Pittsburgh, Pennsylvania time on such Purchase Date. Each Noncommitted Class A Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms and conditions of this Agreement, it currently intends to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) its Noncommitted Purchaser Percentage of the Indenture. The obligation of Committed Purchaser to so purchase any VFC Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings A Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(b) 6.15 of the Indenture shall be absolutePooling and Servicing Agreement to the extent that, irrevocable at the time of such purchase, it is permitted and unconditional, able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and not be affected by Standard & Poor's on the date on which such Structured Purchaser became a Class A Purchaser (without increasing or otherwise modifying any circumstance, including (i) any set-off, counterclaim, recoupment, defense letter of credit or other right which enhancement provided to such Committed Structured Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (iiliquidity support provided to such Structured Purchaser by Affected Parties) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect in sufficient amounts fully to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreementfund such purchase. (c) Each The purchase of the Initial Class A Invested Amount and each purchase of any VFC Additional Class A-2 Principal A Invested Amount hereunder on the applicable Borrowing Date shall be made on prior written notice in accordance with the provisions form of Section 12.6(aExhibit D (a "Purchase Request") of from the Indenture upon delivery Transferor to the Agent received by the Agent not later than 4:00 p.m. Pittsburgh, Pennsylvania time (i) in the case of a Borrowing Notice by purchase to be funded at the Issuer to Alternate Rate based upon the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City timeAdjusted Eurodollar Rate, on the day it receives notice from third Business Day immediately preceding the Issuer. Each Borrowing Notice shall applicable Purchase Date (i) identify or, in the relevant Borrowing case of the initial purchase, the Closing Date), (ii) set forth in the Additional Class A-2 Principal Amount which is requested from case of a purchase to be funded at the Class A-2 Purchasers Commercial Paper Rate on such Borrowing the Business Day immediately preceding the applicable Purchase Date and (or, in the desired duration case of the Fixed Period for such Additional Class A-2 Principal Amountinitial purchase, the Closing Date), or (iii) specify an account in the United States to which payment for the case of a purchase price of such Additional Class A-2 Principal Amount is to be madefunded at the Alternate Base Rate based upon the Agent Base Rate, and on the Business Day (iv) certify or, in the event that Market Street Capital Corporation is the applicable conditions to Class A Purchaser, the purchase second Business Day) immediately preceding the applicable Purchase Date (or, in the case of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfiedthe initial purchase, the Closing Date). Each Borrowing Notice such Purchase Request shall be irrevocable and shall specify an (i) the aggregate Initial Class A Invested Amount or VFC Additional Class A-1 Principal A Invested Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in as the case of borrowings may be, to be purchased and (ii) the proceeds of applicable Purchase Date (which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000shall be a Business Day). The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it such Purchase Request to each Agent and Class A Purchaser. In the case of the purchase of a VFC Additional Class A Invested Amount, each Noncommitted Class A-2 Purchaser. (d) Each CP Conduit A Purchaser shall notify the Agent for its Purchaser Group by 10:00 10:45 a.m., New York City Pittsburgh, Pennsylvania time, on the applicable Purchase Date whether it has elected determined to make such purchase and, if so, whether all of the purchase offered terms specified by the Transferor are acceptable to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreementsuch Noncommitted Class A Purchaser. In the event that a CP Conduit Noncommitted Class A Purchaser shall not have timely provided such notice, such CP Conduit it shall be deemed to have elected determined not to make such purchase. Such The Agent shall notify the Transferor and each Committed Class A Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City Pittsburgh, Pennsylvania time, on the applicable Purchase Date if such CP Conduit of whether each Noncommitted Class A Purchaser has not elected so determined to purchase its entire Purchaser Percentage share of the Class A-2 Initial Principal Balance or the such VFC Additional Class A-2 Principal A Invested Amount and, in the event that Noncommitted Class A Purchasers have not determined to purchase the entire VFC Additional Class A Invested Amount, as the case may be, which notice Agent shall specify in such notice (i) the identity portion of such CP Conduitthe VFC Additional Class A Invested Amount to be purchased by each Committed Class A Purchaser, (ii) the applicable Purchase Date (which shall be a Business Day). Notwithstanding anything else herein to the contrary, if the Transferor has requested that the purchase be funded at the Commercial Paper Rate, the Agent shall notify the Transferor no later than 12:00 (noon) Pittsburgh, Pennsylvania time on the applicable Purchase Date, whether the Agent has exercised its discretion not to fund such purchase with the issuance of commercial paper notes as described in clause (iii)(B) of the definition of Commercial Paper Rate, in which case the Transferor shall be deemed to have requested that the purchase be funded at the Alternate Base Rate and be based upon the Agent Base Rate. (d) In no event may the Transferor offer any VFC Additional Class A Invested Amount for purchase hereunder or under Section 6.15 of the Pooling and Servicing Agreement, nor shall any Committed Class A Purchaser be obligated to purchase any VFC Additional Class A Invested Amount, to the extent that such VFC Additional Class A Invested Amount, when aggregated with the Class A Investor Principal Balance determined prior to giving effect to the issuance thereof, would exceed the aggregate Commitments. (e) In the event that one or more Committed Class A Purchasers (the "Defaulting Purchasers") fails to fund its Committed Percentage of any purchase of a VFC Additional Class A Invested Amount by 1:00 p.m., Pittsburgh, Pennsylvania time, on the applicable Purchase Date and the Servicer shall have notified the Agent of such failure by not later than 1:30 p.m., Pittsburgh, Pennsylvania time, on such Purchase Date, the Agent shall so notify each of the other Committed Class A Purchasers (the "Nondefaulting Purchasers") not later than 2:30 p.m., Pittsburgh, Pennsylvania time, on such Purchase Date, and each Nondefaulting Purchaser shall, subject to the satisfaction of the conditions specified in Section 3 hereof, purchase a portion of the aggregate VFC Additional Class A Invested Amount which was to be purchased by the Defaulting Purchasers equal to the lesser of (i) its Commitment Percentage thereof as a percentage of the aggregate Commitment Percentages of all Nondefaulting Purchasers, and (ii) the excess of its Commitment over its Percentage Interest of the Class A Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the VFC Additional Class A Invested Amount so purchased, by making such purchase price available to the Trustee for the account of the Transferor on such Purchase Date for deposit in the Proceeds Account in immediately available funds. No such purchase by Nondefaulting Purchasers shall relieve any Defaulting Purchaser of its obligations to make purchases hereunder, and each Defaulting Purchaser shall from and after the applicable Purchase Date be obligated to purchase the portion of any VFC Additional Class A Invested Amount which such Defaulting Purchaser was required to purchase hereunder and which was purchased by a Nondefaulting Purchaser from such Nondefaulting Purchaser at a purchase price equal to (i) the portion of the Class A-2 Initial A Investor Principal Balance or represented thereby, plus (ii) accrued and unpaid interest thereon at the Additional applicable Class A-2 Principal AmountA Certificate Rate, as the case may be, which such CP Conduit has not elected to purchase as provided above, and plus (iii) an amount calculated at the respective Liquidity Percentages rate of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on 1.0% per annum from the applicable Purchase Date in for such VFC Additional Class A Invested Amount through the date of such purchase by the Defaulting Purchaser. The Transferor shall have the right to replace any Defaulting Purchaser hereunder with a Replacement Purchaser, and the Agent, acting at the request of the Required Class A Purchasers, shall have the right to replace such Defaulting Purchaser with a Replacement Purchaser which is an amount equal Eligible Assignee or is otherwise reasonably acceptable to the Transferor; provided, that (x) such replacement shall not affect the Defaulting Purchaser's right to receive any amounts otherwise owed to it hereunder, when and as the same would have been due and payable without regard to such replacement (subject to the rights of the other parties hereto with respect to such Defaulting Purchaser), and (y) such Replacement Purchaser shall, concurrently with its Liquidity Percentage of becoming a Committed Class A Purchaser hereunder, purchase the portion of the Class A-2 Initial Principal Balance or the any VFC Additional Class A-2 Principal Amount, as A Invested Amount at the case may be, which such CP Conduit has not elected time required to purchase, be purchased by the Defaulting Purchaser pursuant to the preceding sentence for a purchase price equal to its share (i) the portion of the Class A-2 Initial A Investor Principal Balance or the Additional Class A-2 Principal Amountrepresented thereby, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and plus (ii) accrued and unpaid interest thereon at the fulfillment applicable Class A Certificate Rate; provided further, that upon any such replacement and purchase by a Replacement Purchaser, any amounts owing to Nondefaulting Purchasers by such Defaulting Purchaser under clause (iii) of the applicable conditions set forth in Article 3 hereof, as determined by preceding sentence shall remain an obligation of such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing DateDefaulting Purchaser. (f) In The Class A Certificates shall be paid as provided in the event that notwithstanding the fulfillment Pooling and Servicing Agreement. The Agent shall allocate each payment in reduction of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available Class A Investor Principal Balance to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchaseClass A Owners pro rata based on their respective Percentage Interests, and neither shall allocate each payment of Class A Interest for any Business Day to the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, Class A Owners pro rata based on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers Yield on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP ConduitClass A Owner's Committed Purchasers shall purchase a portion of the Class A-2 A Investor Principal Balance in an amount equal to its Liquidity Percentage of for such Business Day. Amounts so allocated by the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in shall be distributed by the same type of funds received, by wire transfer thereof Agent to the account of respective Class A Owners when and as received by the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of Agent from the IndentureTrust. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Effective Date each initial CP Conduit may, in its sole discretion, purchase Class A Purchaser party to the Collateral Note Master Transfer Supplement – Class A shall acquire its Purchaser Percentage of the Class A-2 A Initial Principal Balance for a purchase price equal to in accordance with the portion terms and provisions of the Collateral Note Master Transfer Supplement – Class A-2 Initial Principal Balance so purchased.A. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 A Principal Amount offered for purchase pursuant to Section 12.6(a) 12.6 of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 A Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 A Principal Amount which is requested from the Class A-2 A Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 A Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 A Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 A Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 20,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Note Purchase Agreement or the Class C Note Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 A Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's ’s Committed Purchasers shall make a purchase of Class A-2 A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 A Principal Amount, as the case may be, Amount which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 A Principal Amount, as applicable, Amount so purchased. (e) The purchase price payable by each Class A Purchaser pursuant to subsection 2.1(a) shall be made available to the Agent for the related Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3, in accordance with the terms of the Collateral Note Master Transfer Supplement – Class A. Each Class A-2 A Purchaser's ’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's ’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Effective Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Effective Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's ’s Committed Purchasers shall purchase a portion of the Class A-2 A Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's ’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 A Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 A Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 A Principal Amount be offered for purchase hereunder or under Section 12.6(a) 12.6 of the Indenture, nor shall any Class A-2 A Purchaser be obligated to purchase any Additional Class A-2 A Principal Amount, to the extent that, after giving effect to such Additional Class A-2 A Principal Amount, the Class A-2 A Principal Balance would exceed the Class A-2 A Facility Limit. (h) Prior to the earlier of October 30, 2009 and the date on which the Collateral Note Percentage equals 100%, in no event will the Issuer request that any Class A Purchaser purchase an Additional Class A Principal Amount in an amount greater than the product of (i) the “Additional Class A Principal Amount” requested to be funded under the Collateral Notes – Class A on the same date and (ii) (A) in the case of a CP Conduit, its Purchaser Percentage or (B) in the case of a Committed Purchaser, its Liquidity Percentage of the Purchaser Percentage of its related CP Conduit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, each Noncommitted Class A Purchaser which is a party hereto on the Closing Date each initial CP Conduit mayDate, in severally, agrees to acquire its sole discretion, purchase its Noncommitted Purchaser Percentage of the Class A-2 A Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Principal Balance Class A Invested Amount, which shall not be less than $500,000, and each Committed Class A Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class A Certificates not so acquired by Noncommitted Class A Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class A Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 12:00 noon Chicago time on the Closing Date, at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor. The Class A Purchasers hereby direct that the Class A-2 Initial Principal Balance so purchasedA Certificates be registered in the name of the Agent, on behalf of the Class A Owners from time to time hereunder. (ib) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Noncommitted Class A Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class A-2 Principal A Invested Amount offered for purchase by the Transferor pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and Servicing Agreement in an amount of not less than $500,000, and (ii) each Committed Class A Purchaser, severally, agrees to purchase a portion of such VFC Additional Class A Invested Amount which is not purchased by Noncommitted Class A Purchasers pursuant to clause (i) in an amount equal to the lesser of (A) its Commitment Percentage thereof, or (B) the excess of its Commitment over its Percentage Interest of the Class A Investor Principal Balance (determined prior to giving effect to such purchase), in either case for a purchase price equal to the VFC Additional Class A Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, for the account of the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 12:00 noon Chicago time on the applicable Purchase Date specified pursuant to subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement. Each Noncommitted Class A Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms and conditions of this Agreement, it currently intends (but is under no obligation) hereofto purchase its Noncommitted Purchaser Percentage of any VFC Additional Class A Invested Amount offered for purchase by the Transferor pursuant to Section 6.15 of the Pooling and Servicing Agreement to the extent that, at the time of such purchase, it is permitted and able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and Standard & Poor's on the date on which such Structured Purchaser became a Class A Purchaser (without increasing or otherwise modifying any letter of credit or other enhancement provided to such Structured Purchaser or any liquidity support provided to such Structured Purchaser by Affected Parties) in sufficient amounts fully to fund such purchase. (iii) Subject The purchase of the Initial Class A Invested Amount shall be made on prior notice from the Transferor to the provisions of Section 2.1(g) hereof and so long as Agent received by the related Swingline Borrowing was funded in compliance with Agent not later than 6:00 a.m. Chicago time on the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditionalClosing Date, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each each purchase of any VFC Additional Class A-2 Principal A Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day made on prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the IssuerTransferor to the Agent received by the Agent not later than 3:00 p.m. Chicago time on the Business Day immediately preceding such Purchase Date. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an (A) the aggregate VFC Additional Class A-1 A Invested Amount to be purchased, (B) the applicable Purchase Date (which shall be a Business Day), and (C) the desired duration of the initial Fixed Period, if applicable, for the Class A Investor Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case Balance of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000each applicable Purchaser. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it such notice to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent that, after giving effect to such Additional Class A-2 Principal Amount, the Class A-2 Principal Balance would exceed the Class A-2 Facility Limit.A

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date (i) each initial CP Conduit may, in its sole discretion, Purchaser may purchase its Purchaser Percentage of the Class A-2 Certificates on the Closing Date for a purchase price equal to its Purchaser Percentage of the Class A-2 Initial Principal Balance Invested Amount, and (ii) each Liquidity Purchaser for each Purchaser Group, severally, agrees to purchase on the Closing Date its Liquidity Percentage of the portion of the Class A-2 Initial Invested Amount not purchased by the Conduit Purchaser in such Purchaser Group pursuant to clause (i), in each case for a purchase price equal to the portion of the Class A-2 Initial Principal Balance Invested Amount so purchased. (ib) On and subject to the terms and conditions of this Agreement and prior to the related its Purchase Termination Date, (i) each CP Conduit may, in its sole discretion, Purchaser may purchase its Purchaser Percentage of any Additional Class A-2 Principal Invested Amount offered for purchase pursuant to Section 12.6(a) 6.15 of the Indenture Pooling and subsection 2.1(c) hereof. Servicing Agreement, and (ii) Subject each Committed Purchaser (if any), severally, agrees to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) purchase its Purchaser Percentage of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior Invested Amount so offered for purchase, in each case for a purchase price equal to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this AgreementInvested Amount so purchased. (c) The purchase of the Class A-2 Initial Invested Amount shall be made on prior notice from the Transferor to the Facility Agent and each Agent received not later than 4:00 p.m. New York City time on the second Business Day preceding the Closing Date. Each purchase of any Additional Class A-2 Principal Invested Amount hereunder on the applicable Borrowing Purchase Date shall be in accordance with made on prior notice from the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice Transferor received by the Issuer to the Administrative Facility Agent received no and each Agent not later than 11:00 a.m., 2:00 p.m. New York City time, at least one time on the second Business Day prior to immediately preceding such Borrowing Purchase Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice notice shall be irrevocable and shall specify an Additional (i) the aggregate Class A-1 Principal Amount, an A-2 Initial Invested Amount or Additional Class A-2 Principal AmountInvested Amount to be purchased, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which(ii) the applicable Purchase Date (which shall be a Business Day), except in and (iii) instructions as to the case deposit of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000purchase. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Each Agent shall promptly forward a copy of each Borrowing Notice such notice received by it to each Agent and each Class A-2 PurchaserPurchaser in its Purchaser Group. (d) Each CP Conduit Purchaser shall notify the Agent for its Purchaser Group by 10:00 9:30 a.m., New York City time, on the applicable Purchase Date whether it has elected determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement), as applicable. In the event that a CP Conduit Purchaser shall not have timely provided such notice, notice such CP Conduit Purchaser shall be deemed to have elected determined not to make such purchase. Such Agent shall notify the Transferor, the Servicer and each Committed Liquidity Purchaser for such CP Conduit Purchaser on or prior to 11:00 10:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit Purchaser has not elected determined to purchase its entire Purchaser Percentage share of the Class A-2 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal Invested Amount, as the case may be, which notice and shall specify in such notice (i) the identity of such CP ConduitConduit Purchaser, (ii) the portion of the Class A-2 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal Invested Amount, as the case may be, which such CP Conduit Purchaser has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP ConduitConduit Purchaser's Committed Liquidity Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the purchase a portion of the Class A-2 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal Invested Amount, as the case may be, which such CP Conduit Purchaser has not elected to purchasepurchase in an amount equal to its Liquidity Percentage thereof, for a purchase price equal to its share the a portion of the Class A-2 Initial Principal Balance Invested Amount or the Additional Class A-2 Principal Invested Amount, as applicablethe case may be, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer Transferor in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of Transferor in the United States specified by the Issuer in the applicable Borrowing Notice purchase notice given pursuant to subsection 2.1(c) or, in the case of the purchase on the Closing Date, specified in writing by the Issuer Transferor to such Agent not later than the second Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit Purchaser elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit Purchaser shall be deemed to have rescinded its election to make such purchase, and neither the Issuer Transferor nor any other party shall have any claim against such CP Conduit Purchaser by reason of for its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m.noon, New York City time, on the Purchase Date to each Committed Liquidity Purchaser for such CP Conduit and to the Issuer and the ServicerPurchaser, which notice shall specify (i) the identity of such CP ConduitConduit Purchaser, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP ConduitConduit Purchaser's Committed Liquidity Purchasers shall purchase a portion of the Class A-2 Principal Balance Invested Amount in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer Transferor described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenturethis Agreement. (g) The Agent for each Purchaser Group shall notify the Transferor, the Servicer and each Class A-2 Purchaser in its Purchaser Group on the Closing Date (in the case of the purchase of the Class A-2 Initial Invested Amount) or not later than the second Business Day following the applicable Increase Date (in the case of any purchases of Additional Class A-2 Invested Amounts) of the identity of each Class A-2 Purchaser in such Purchaser Group which purchased any portion of the Class A-2 Initial Invested Amount or any Additional Class A-2 Invested Amount on such Purchase Date, whether such Class A-2 Purchaser was a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser and the portion of the Class A-2 Initial Invested Amount or Additional Class A-2 Invested Amount purchased by such Class A-2 Purchaser. (h) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Invested Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment, and in no event shall a Liquidity Purchaser be required on any date to purchase an Additional Class A-2 Invested Amount which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 Principal Invested Amount be offered for purchase hereunder or under Section 12.6(a) 6.15 of the IndentureSupplement, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal AmountInvested Amounts, to the extent that, after giving effect to such Additional Class A-2 Principal Amountpurchase, the Class A-2 Principal Balance would exceed the Class A-2 Facility Purchase Limit. (i) The initial Class A-2 Purchasers hereby direct that the Class A-2 Certificates be registered in the name of ▇▇▇▇ & Co., as nominee on behalf of such Class A-2

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 B Initial Principal Balance for a purchase price equal to the portion the Class A-2 B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 B Principal Amount which is requested from the Class A-2 B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, Amount an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A-2 Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 B Initial Principal Balance or the Additional Class A-2 B Principal Amount, as applicable, so purchased. (e) Each Class A-2 B Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 B Purchaser be obligated to purchase any Additional Class A-2 B Principal Amount, to the extent that, after giving effect to such Additional Class A-2 B Principal Amount, the Class A-2 B Principal Balance would exceed the Class A-2 B Facility Limit.

Purchases. (a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 C Initial Principal Balance for a purchase price equal to the portion the Class A-2 C Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 C Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 C Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 C Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 C Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 C Principal Amount which is requested from the Class A-2 C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 C Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, Amount an Additional Class B Principal Amount Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B A-2 Purchase Agreement or the Class C B Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 C Initial Principal Balance or the Additional Class A-2 C Principal Amount, as applicable, so purchased. (e) Each Class A-2 C Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 C Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 C Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 C Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 C Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 C Purchaser be obligated to purchase any Additional Class A-2 C Principal Amount, to the extent that, after giving effect to such Additional Class A-2 C Principal Amount, the Class A-2 C Principal Balance would exceed the Class A-2 C Facility Limit.

Purchases. (a) (i) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (A) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed 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 (B) 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, 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 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 of and subject to the conditions of this Agreement, on the Closing Date LC Bank agrees to issue Letters of Credit in return for (and each initial CP Conduit may, LC Participant hereby severally agrees to make participation advances in its sole discretion, purchase its Purchaser Percentage connection with any draws under such Letters of the Class A-2 Initial Principal Balance for a purchase price Credit equal to the portion the Class A-2 Initial Principal Balance so purchased. (isuch LC Participant’s Pro Rata Share of such draws) On and subject undivided percentage ownership interests with regard to the terms and conditions of this Agreement and prior Purchased Interest from the Seller from time to time from the date hereof to the related Purchase Facility Termination Date; provided, each CP Conduit maythat under no circumstances shall any Purchaser make any Purchase (including, in its sole discretionwithout limitation, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase mandatory deemed Purchases pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer1.1(b), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, an Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) issue any Letters of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal AmountCredit hereunder, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the extent thatif, after giving effect to such Additional Class A-2 Principal AmountPurchase, the Class A-2 Principal Balance (A) 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 (I) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c) or increased from time to time pursuant to Section 1.2(f)) minus (II) the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit, (B) the Aggregate Capital plus the LC Participation Amount would exceed the Class A-2 Facility LimitPurchase Limit or (C) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants.