Common use of Incremental Purchases Clause in Contracts

Incremental Purchases. Seller shall provide the Agent and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. Seller shall provide the Agent Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. Seller shall provide the Agent Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Conduit Purchaser will fund the requested Incremental Purchase. If such Uncommitted Conduit Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase Days before the requested date (each, a the “Purchase NoticeDate”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof andof such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase in which case the Seller may request such Incremental Purchase from the Liquidity Providers. The Agent shall promptly notify the contents of any such request to each Purchaser Groupfrom which the Purchase is requested. If Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Liquidity Providers, subject to Section 7.2 and the other terms and conditions hereof, each Liquidity Provider shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent’s Account.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request substantially in the form of Exhibit A, by (1i) 10:00 a.m. (Chicago time) two Business Day’s prior written notice Days before the requested date (the “Purchase Date”) of such Purchase, in a form set forth as Exhibit II hereto the case of each Incremental Purchase by Windmill, (each, a “ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Notice”Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) by 12:00 noon 10:00 a.m. (New York Chicago time) on the Business Day prior Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Purchase DatePrime Rate, or, in each of the foregoing cases, such later time or day as Windmill shall agree. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and such notice shall specify the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Groupfrom which the Purchase is requested. If Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, Windmill shall transfer to the Agent’s Account the Purchase Amount (or portion thereof) on the requested Purchase Date. If Windmill determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of that portion of the requested Purchase PriceAmount not funded by Windmill into the Agent’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Discount at the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent’s Account.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Amsterdam determines, in its sole discretion, to make the requested Purchase, Amsterdam shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Amsterdam refuses to make a requested Purchase, the Seller shall automatically be deemed to have requested the Incremental Purchase from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Designated Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Seller shall provide the Agent and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Administrative Agent an irrevocable written request (eachincluding by telecopier or other facsimile communication) substantially in the form of Exhibit A (each such request, a an “Incremental Purchase Request”), by (i) 1:00 p.m. (California time) three Business Days before the requested date (the “Purchase NoticeDate”) by 12:00 noon of such Purchase in the case of a Purchase bearing Yield at the LIBOR Rate, or (New York ii) 10:00 a.m. (California time) on the one Business Day prior to before the requested date (the “Purchase Date. Each ”) in the case of a Purchase Notice shall be subject to Section 6.2 hereof andbearing Yield at the Alternate Base Rate, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Purchasers. The Administrative Agent shall promptly notify the Purchasers of the contents of such PurchaserIncremental Purchase Request. Each Purchaser shall transfer to the Administrative Agent’s portion (based on each Purchaser Group’s Account its Ratable Share and, if applicable, of such Purchaser’s Available Commitment) of Incremental Purchase on the requested Purchase PriceDate. The Administrative Agent shall transfer to the Seller Account on such day the proceeds of any Incremental Purchase to the extent of funds actually received by the Administrative Agent in the Administrative Agent’s Account prior to 10:00 a.m. (California time) on such day.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each A-1 (an “Incremental Purchase Request”), by 10:00 a.m. (each, a Chicago time) two Business Days before the requested date (the “Purchase NoticeDate”) of such Purchase (or, in the case of the initial Purchase Date, by 12:00 noon 10:00 a.m. (New York Chicago time) on the Business Day prior to the initial Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and), except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not which, except for the initial Purchase Date, must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupWeekly Funding Date) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). The Seller may not request more than one Incremental Purchase in any week. All Incremental Purchases must be requested ratably from all Purchasers. The Agent shall promptly notify the Purchasers of the contents of such Purchaser’s portion (based on request. Subject to Section 7.2 and the other terms and conditions hereof, each Purchaser Groupshall transfer the applicable Purchaser’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount to the Agent by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall promptly transfer to the Seller Account the proceeds of any Incremental Purchase delivered to the Agent.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and"PURCHASE DATE") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the Purchase Date. Following receipt requested amount (the "PURCHASE AMOUNT") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Amsterdam determines, in its sole discretion, to make the requested Purchase, Amsterdam shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Amsterdam refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers three Business Days before such requested Purchase (which such request may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 11:00 a.m. (Chicago time) on the Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Seller Account prior to 1:00 p.m. on such day the proceeds of any Incremental Purchase to the extent of funds actually received by the Agent in the Agent's Account prior to 11:00 a.m. on such day. Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, 2000.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Amsterdam determines (which determination shall be made by the end of the Business Day on which notification of such request is received from the Agent), in its sole discretion, to make the requested Purchase, Amsterdam shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Amsterdam refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. The Seller shall provide the Agent and each Purchaser Agent Administrator with at least one (1) three Business Day’s Days' prior written notice in a form set forth as Exhibit II D hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except Except as set forth below, each Purchase Notice shall be irrevocable and shall specify the requested Purchase Price (which which, except as otherwise provided in Section 3.07, shall be expressed in U.S. Dollars and shall not be less than U.S. $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group10,000,000) and date of purchase (which, in the case of any Incremental Purchase Date(after the initial purchase hereunder), may be on any Business Day). Following receipt of a Purchase Notice, the applicable Purchaser Agent each Administrator will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not Related Group agrees to fund an make the portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase, notify the Seller if its Purchaser declines to make the portion of the Incremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the Purchase Notice shall be deemed to be cancelled. Unless it is notified of a Conduit Refusal on or prior to the date of Purchase, the Incremental Purchase Seller shall be funded ratably entitled to assume that the portion of the Purchase contemplated in such Purchase Notice shall be made by its the Purchasers in such Administrator's Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)Group. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVII, each the Seller hereby Transfers to the Agent, on behalf of the applicable Purchaser Purchasers, the Ownership Interests which are the subject of such Incremental Purchase and, if requested by the Agent as additional evidence of such Transfer, shall execute such conveyance documents in respect of such Transfer as the Agent may reasonably request, and the Purchasers participating in such Incremental Purchase shall deposit to the Facility AccountSeller's account identified in the Purchase Notice related to such Incremental Purchase, in immediately available funds, no later than 2:00 4:30 p.m. (New York time), an amount in U.S. Dollars equal to such Purchaser’s the portion (of the Purchase Price which is to be funded by its Related Group, based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) the terms of the requested Purchase Priceany applicable Joinder Agreement.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 11:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Atlanta time) on two Business Days before the Business Day prior to requested date (the "Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the Purchase Date. Following receipt requested amount of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $500,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to such Purchaser’s portion (based on the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group’s Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share andof such Incremental Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), if applicablein which case the Seller shall request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser, unless such Conduit Purchaser or its Purchaser Agent has notified the Agent, in accordance with this Section 1.1(c), that it has determined, in its sole discretion, not to make the requested Purchase, such Purchaser’s Available CommitmentConduit Purchaser shall transfer to the Seller's Account its Ratable Share amount of such Incremental Purchase by no later than 1:00 p.m. (Atlanta time) of on the Purchase Date. If a Conduit Purchaser or its Purchaser Agent has notified the Agent that it refuses to make a requested Purchase Priceand the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each such Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase into the Seller's Account by no later than 1:00 p.m. (Atlanta time) on the Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers).

Incremental Purchases. The Seller shall may, at any time prior to the Termination Date, request that the Purchaser make an Incremental Purchase. In order to request an Incremental Purchase from the Purchaser, the Seller must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1) Business Day’s prior written notice including by telecopier or other facsimile communication), substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase (eachA, a “Purchase Notice”) by 12:00 noon 11:00 a.m. (New York City time) on three Business Days before the Business Day prior to requested date (the “Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and”) of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to such Purchaser’s portion (based the Maximum Incremental Purchase Amount); provided, however, that notwithstanding the foregoing, solely with respect to the first Purchase made hereunder on each Purchaser Group’s Ratable Share andJune 1, if applicable2012, such Purchaserwritten request may be delivered to the Agent on the date hereof. The Agent shall promptly notify the Purchaser of the contents of any such request. Subject to Section 7.2 and the other terms and conditions hereof, the Purchaser shall transfer to the Agent’s Available Commitment) Account the amount of such Incremental Purchase on the requested Purchase PriceDate. The Agent shall not later than 3:00 p.m. New York City time on the related Purchase Date initiate a wire transfer to the Seller Account the proceeds of any Incremental Purchase to the Agent’s Account in immediately available funds.

Incremental Purchases. Except as provided below, in order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof andis requested from Windmill or from the Committed Purchasers, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers (except as provided below) in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction a minimum amount of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. $1,000,000 and multiples thereof (New York time)or, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller shall be deemed to make a request for an Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Purchaser’s portion (based on Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Seller shall In order to request an Incremental Purchase from a Purchaser, the Seller, acting pursuant to instructions from an Originator, must provide the Agent and to each Purchaser Agent with at least one an irrevocable written request substantially in the form of Exhibit A, by 4:00 p.m. (1New York time) two Business Days before the requested date, which shall in any event be a Settlement Date unless otherwise approved by each Purchaser Agent (the “Purchase Date”) of such Funding, or such later time or day as the Purchaser Agents may agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day’s prior written notice ) and the requested Cash Purchase Price of such Funding, which must be in a form set forth minimum amount of $1,000,000 (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Subject to Section 7.2 and the other terms and conditions hereof, the Purchasers shall transfer to the Seller Account the Cash Purchase Price (or portion thereof) on the requested Purchase Date. All Incremental Purchases must be requested from each Purchaser Group's Conduit Purchasers in accordance with their Ratable Share; provided, however, that if any such Purchaser Group does not have a Conduit Purchaser, such portion of the Incremental Purchase shall be made by the Bank Purchasers of such Purchaser Group. Each Purchaser Agent shall promptly notify the related Purchasers from which a Funding is requested of the contents of such request. If an Incremental Purchase is requested from a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, each Conduit Purchaser or the Bank Purchasers, as Exhibit II hereto the case may be, for a Purchaser Group shall transfer the applicable Purchaser Group's Ratable Share of the requested Cash Purchase Price (and, in the case of each Incremental Bank Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Cash Purchase (each, a “Purchase Notice”Price) into the Agent's Account by 12:00 noon no later than 1:00 p.m. (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice The Agent shall be subject promptly transfer to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000, or a larger integral multiple Seller Account the cash proceeds of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the any Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of delivered into the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Agent's Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Designated Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof andis requested from Windmill or from the Committed Purchasers, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). The Agent shall promptly notify the contents of any such Purchaser’s portion (based on request to each Purchaser Group’s from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental] Purchase is requested from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Seller shall provide the Agent and each Purchaser Administrative Agent with at least one two (12) Business Day’s Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable (subject to the proviso below) and shall specify the requested Purchase Price (which shall not be less than $1,000,000, 1,000,000 or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date (which, in the case of any Incremental Purchase after the initial Purchase hereunder, shall only be on a Settlement Date). Following receipt of a Purchase Notice, the applicable Purchaser Administrative Agent will determine whether Blue Ridge and/or the related Uncommitted Purchaser Committed Investors will fund the requested Incremental Purchase. If Purchase through the issuance of Commercial Paper or through a Liquidity Funding or an Investor Funding; provided, however that if the Administrative Agent shall determine that such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with made through a Liquidity Funding or an Investor Funding, it shall notify the Seller of such Related Committed Purchasers’ Available Commitments)determination and the Seller may cancel such Purchase Notice. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each unless otherwise instructed in the applicable Purchaser Purchase Notice, Blue Ridge shall deposit to the Facility AccountAccount an amount equal to the requested Purchase Price, in immediately available fundsor if Blue Ridge shall decline to make the Purchase, no later than 2:00 p.m. (New York time), each Committed Investor shall deposit to the Facility Account an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Committed Investor's Pro Rata Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) Business Day’s prior written notice substantially in a the form set forth as of Exhibit II hereto of each Incremental Purchase A, by 10:00 a.m. (each, a “Purchase Notice”) by 12:00 noon (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase in which case the Seller may request such Incremental Purchase from the Liquidity Providers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Liquidity Providers, subject to Section 7.2 and the other terms and conditions hereof, each Liquidity Provider shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. Seller shall provide the Agent and each Purchaser Agent with at least one two (12) Business Day’s Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date" ). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000, 1,000,000 or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date (which, in the case of any Incremental Purchase after the initial Purchase hereunder, shall only be on a Settlement Date). Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser Blue Ridge will fund the requested Incremental PurchasePurchase through the issuance of Commercial Paper or through a Liquidity Funding. If such Uncommitted Purchaser (in its sole discretion) elects not Blue Ridge determines to fund an Incremental PurchasePurchase through a Liquidity Funding, Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase shall will be funded ratably through a Liquidity Funding. The Agent shall notify the Seller as soon as possible of any determination by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)Blue Ridge to fund any Incremental Purchase through a Liquidity Funding. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser Blue Ridge shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. Seller (or Servicer on Seller's behalf) shall provide the Agent and each Purchaser Agent with at least one two (12) Business Day’s Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and date of purchase (which, in the case of any Incremental Purchase (after the initial Incremental Purchase hereunder), shall only be on a Settlement Date) and, in the case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether Conduit agrees to make the related Uncommitted Purchaser will fund the requested Incremental Purchasepurchase. If Conduit declines to make a proposed purchase, Agent shall provide Seller notice thereof, and Seller may then cancel the Purchase Notice or, in the absence of such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchasea cancellation, the Incremental Purchase shall of the Purchaser Interest will be funded ratably made by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)the Financial Institutions. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Section 6.2 (but for the initial Incremental Purchase, all of Article VI), each applicable Purchaser of Conduit or the Financial Institutions, as applicable, shall deposit wire-transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to such Purchaser’s portion (based on each i) in the case of Conduit, the aggregate Purchase Price of the Purchaser Group’s Ratable Share and, if applicableInterests Conduit is then purchasing or (ii) in the case of a Financial Institution, such Purchaser’s Available Commitment) Financial Institution's Pro Rata Share of the requested aggregate Purchase PricePrice of the Purchaser Interests the Financial Institutions are then purchasing.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Agent and each Purchaser Agent with at least one an irrevocable written request substantially in the form of Exhibit A, by (1i) 10:00 a.m. (Chicago time) two Business Day’s prior written notice Days before the requested date (the “Purchase Date”) of such Purchase, in a form set forth as Exhibit II hereto the case of each Incremental Purchase by Amsterdam, (each, a “ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Notice”Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) by 12:00 noon 10:00 a.m. (New York Chicago time) on the Business Day prior Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Purchase DatePrime Rate, or, in each of the foregoing cases, such later time or day as Amsterdam shall agree. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and such notice shall specify the requested Purchase Price Date (which shall not must be less than $1,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $500,000 (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Groupfrom which the Purchase is requested. If Amsterdam determines, in its sole discretion, to make all or any portion of the requested Purchase, Amsterdam shall transfer to the Agent’s Account the Purchase Amount (or portion thereof) on the requested Purchase Date. If Amsterdam determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of that portion of the requested Purchase PriceAmount not funded by Amsterdam into the Agent’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Discount at the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent’s Account.