Common use of Making Purchases Clause in Contracts

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of the Investors CAFCO or the Banks shall be made on at least one three Business Day’s Days’ notice in the form of a Drawdown Notice from the Seller to the Program Agent and each Investor Agent. Each such notice Drawdown Notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0002,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), ) and (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have CAFCO has determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsCAFCO. If any Investor with respect to any Group CAFCO has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment)purchased, whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (whichInterest; provided, however, that during the Term Period for any Bank, such Bank shall, on the date of such purchase, instruct the Agent to make available to the Seller at the account set forth in the case Drawdown Notice such Bank’s ratable share of any Group other than the Fifth Third Group, shall be one day if amount of Capital of the Seller has not selected another period)Receivable Interest being acquired by such Bank out of the funds available therefor in the Collateral Advance Account.

Making Purchases. (a) Each purchase Purchase by any of the Investors Conduit or the Banks shall be made following delivery by the Servicer, on behalf of the Seller, to the Agent of a Purchase Request by no later than Noon (New York City time) at least two Business Days prior to the proposed date of Purchase (or by no later than Noon (New York City time) one Business Day’s notice from Day in the Seller to case of the Program Agent and each Investor Agentinitial Purchase hereunder). Each such notice of a purchase Purchase Request shall specify (i) the amount Purchase Price requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” "Capital Investment" of the Receivable Interest Interests then being purchasedPurchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase Purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is to be purchased accompanied by a Group other than Computer Tape describing the Fifth Third Group and Receivables that are the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration subject of the initial Fixed Period for such Receivable Interestrequested Purchase. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase The Servicer, on the terms specified by behalf of the Seller, shall submit no more than one (1) Purchase Request per calendar week and no more than four (4) Purchase Requests in any calendar month. The Program Agent shall promptly thereafter notify the Seller whether the Investors have Conduit has determined to make the requested purchase a Purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsConduit. If any Investor with respect to any Group Conduit has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase. Such notice shall also set forth (i) the Purchase Price to be paid by each such Bank, which shall be equal to each Bank's Percentage multiplied by the aggregate amount of Capital Investment of the Receivable Interest being purchased by such Related Banks and (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), ii) whether the Yield for the Fixed Period for such Receivable Interest is calculated to be computed based on the Eurodollar Rate (whichor on the Alternate Base Rate; provided, in however, that the case of any Group other than the Fifth Third Group, Eurodollar Rate may be selected used only if such notice the related Purchase Notice is given at least three two Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)proposed Purchase Date.

Making Purchases. (a) Each purchase by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to any Participation of the Investors or the Banks any Purchaser hereunder shall be made on at least one Business Dayupon the Seller’s irrevocable written notice from in the Seller form of Annex A (a “Purchase Notice”) delivered to the Program Agent and each Investor AgentPurchaser Agent in accordance with Section 6.2 (which notice must be received by such Purchaser Agents prior to 2:00 p.m., Chicago time) on the Business Day immediately preceding the date of such proposed purchase. Each such notice of a any such proposed purchase shall specify (i) the desired amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (but not reinvestment under Section 1.4(c)) no later than the [**] day following the requested purchase date (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the aggregate Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount of Capital of Receivable Interest being purchased by such Related Banks payable as described in clause (which amount i) below, the Purchaser shall be equal obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business Day prior to such Deferred Purchase Date. Subject to the portion adjustment of the initial Capital requested purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by such Investora Deferring Purchaser. In addition, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest if there is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).a Deferring Purchaser:

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Program Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and each Investor Agentthat no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, amount being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Yield Period for such Receivable Interest. Each Investor The Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by (such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment“Ratable Portion”), whether the Yield for the Fixed Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Yield Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller’s irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0001,000,000 or such lesser amount as may be consented to by the Administrator, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the “Disbursement Account”), an amount equal to such Conduit Purchaser’s Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice use its reasonable best efforts to transfer the applicable Purchaser Group’s Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof Disbursement Account by no later than 4:00 p.m. (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based New York time) on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller’s irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to of the Seller Purchases (such amount, which shall not be less than $1,000,000500,000 and in increments of $100,000 in excess thereof, being referred with respect to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Purchaser Group), (iiiB) the date of such purchase Purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the “Disbursement Account”), an amount equal to such Conduit Purchaser’s Purchaser Group’s Ratable Share of a Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the applicable Purchaser Group’s Ratable Share of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof Disbursement Account by no later than 4:00 p.m. (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based New York time) on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of ANNEX B delivered to the Administrator and each Purchaser Agent in accordance with SECTION 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for such Receivable InterestPurchased Interest after giving effect to the increase in the Aggregate Investment. Each Investor Purchaser Agent shall promptly notify each Purchaser in its Purchaser Group of the Program requested Purchase. At its sole discretion, each Conduit Purchaser may reject such Purchase by giving notice to the Purchaser Agent whether and the Administrator, it being understood that if such Investor has determined Conduit Purchaser rejects such Purchase, the Purchaser Agent for such Conduit Purchaser's Purchaser Group shall thereafter promptly notify each Related Committed Purchaser in its Purchaser Group of such rejection and of their obligations as a result thereof to make a Purchase under this SECTION 1.2. If the Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the Disbursement Account, an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the terms specified requested Purchase Date by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors3:00 p.m. (New York time). If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice transfer the applicable Purchaser Group's Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof Disbursement Account by no later than 3:00 p.m. (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based New York time) on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks shall Purchased Interest hereunder may be made on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least one (1) Business Day’s Day before the requested Purchase Date, which notice from shall specify: (A) in the Seller to the Program Agent and each Investor Agent. Each such notice case of a purchase shall specify Funded Purchase (i) other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each Purchaser Group (such amount, which shall not be less than $1,000,000300,000 (or such lesser amount as agreed to by the Administrator) and shall be in integral multiples of $100,000 in excess thereof, being referred with respect to herein as the initial “Capital” of the Receivable Interest then being purchased)each Purchaser Group, (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), ) and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for such Receivable InterestPurchased Interest after giving effect to the increase in the Aggregate Capital. Each Investor Following receipt of a Purchase Notice, each Purchaser Agent shall promptly notify will determine whether the Program Agent whether such Investor has determined Conduit Purchasers in its Purchase Group agree to make the requested purchase on of the terms specified by Purchaser Group’s Ratable Share of such Purchase. If the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined Conduit Purchasers in any Purchaser Group declines to make a proposed Purchase, the Purchaser Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Purchase Notice. In the absence of such a cancellation, the applicable Purchaser Group’s Ratable Share of the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to Purchase will be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to Committed Purchasers in such Purchaser Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the ratably based on their Ratable Shares. The Committed Purchasers in a Purchaser Group will not fund any portion of a Purchase unless the initial Capital requested to be funded by such Investor, which such Investor determined not Conduit Purchasers in its Purchase Group have declined to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)portion.

Making Purchases. (a) Each purchase by any of the Investors Eureka or the Banks shall be made on at least one Business Day’s 's notice from the Seller to the Program Agent and each Investor Agent(which, for any period during which Weekly Reports are required to be delivered pursuant to Section 6.02(g)(ii), shall be provided by delivery of a completed Weekly Report containing information covering the most recently ended reporting period for which such information is required pursuant to Section 6.02(g)(ii)); provided that no more than one purchase shall be made in any one calendar week. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, amount being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have Eureka has determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsEureka. If any Investor with respect to any Group Eureka has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank's Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment)purchased, whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period); provided, however, that during the Term Period for any Bank, such Bank shall, on the date of such purchase, instruct the Agent to make available to the Seller at the account set forth in the Funds Transfer Letter such Bank's ratable share of the amount of Capital of the interest in the Receivable Interest being acquired by such Bank out of the funds available therefor in the Collateral Advance Account.

Making Purchases. (a) Each Seller may request a purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks shall Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2 (which notice must be received by the Administrator and each Purchaser Agent before noon, New York time) at least one Business Day’s Day before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify, (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0002,500,000 (or such lesser amount as agreed to by the Administrator and each Purchaser Agent) and shall be in integral multiples of $250,000 in excess thereof, being referred the Capital relating to herein as the initial “Capital” of the Receivable Interest undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among purchased with respect to each of the Groups (which shall be proportional to the Investor Purchase Limit of each Purchaser Group), (iiiB) the date of such purchase (which shall be a Business Day), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. EXHIBIT 10.1 (iv) if such Receivable Interest is release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be purchased by a Group other than reinvested in accordance with clause (ii) or the Fifth Third Group and proviso to clause (iii), plus (x) the Assignee Rate based on the Eurodollar Rate is amounts that are required to apply be set aside pursuant to such Receivable Interestclause (i), the duration provisos to clause (ii) and clause (iii), plus (y) the Seller’s Share of the initial Fixed Period for Servicing Fee accrued and unpaid through such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether day and all reasonable and appropriate out-of-pocket costs and expenses of the terms specified Servicer for servicing, collecting and administering the Pool Receivables, plus (z) all other amounts then due and payable by the Seller are acceptable under this Agreement to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an InvestorPurchasers, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchasePurchaser Agents, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base RateAdministrator, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Indemnified Party or Affected Person.

Making Purchases. (a) Each purchase by any of the Investors or the Banks undivided percentage ownership interests hereunder shall be made upon the Servicer's irrevocable written notice, substantially in the form of Exhibit VIII hereto (a "Purchase Notice"), delivered to the Purchaser in accordance with Section 4.2 (which Purchase Notice must be received by the Purchaser not later than 9:00 a.m., Los Angeles time) on at least one the second Business Day prior to the related Purchase Date. Each Purchase Notice shall specify, with respect to each Seller, (A) the aggregate outstanding principal balances of such Seller's Eligible Receivables with respect to which such Seller proposes to sell an undivided percentage ownership interest to the Purchaser and (B) the proposed date (which must be a Business Day’s notice from the ) on which each Seller proposes to sell to the Program Agent and Purchaser such undivided percentage ownership interest (each Investor Agentsuch date, a "Purchase Date"). Each such No day shall be selected as a Purchase Date if the related Due Date would occur after the Facility Termination Date. Not later than 9:00 a.m. (Los Angeles time) on the Business Day following its receipt of each Purchase Notice, the Purchaser shall send to the Servicer a notice setting forth a calculation of the Purchased Interest relating to each Seller, including a purchase shall specify description of (i) the amount requested to be paid by the Purchaser with respect to such Purchased Interest to the Servicer on the related Purchase Date for the account of the applicable Seller (such amount, which shall not be less than $1,000,000, amount with respect to such Purchased Interest being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), "Purchaser's Investment") and (ii) the allocation of such amount among each of the Groups (which shall be proportional aggregate Yield to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks accrue with respect to such Group concurrently Purchased Interest for the actual number of days in the Yield Period commencing on the applicable Purchase Date (such aggregate Yield with respect to such Purchased Interest being referred to as the "Yield Reserve"), it being understood and agreed that the calculation of the Yield Reserve shall not limit the effect of the proviso to the definition of Yield in Exhibit I or the effect of Exhibit VII. The Purchaser shall calculate the Purchaser's Investment with respect to a Purchased Interest as an amount which, when added to the related Yield Reserve, is as close is as reasonably practicable to (but not in excess of) the aggregate outstanding principal balance of the related Eligible Receivables set forth in the related Purchase Notice; it being understood and agreed that the aggregate outstanding Purchaser's Investments shall not exceed the Purchaser's Investment Limit and that this sentence shall not limit any other provision of this Agreement (including Exhibit VII). Each Seller shall send to the Purchaser for receipt by telecopierthe Purchaser not later than the Business Day prior to the related Purchase Date, telex or cable specifying a list of such Seller's Receivables the outstanding principal balances of which were reflected in the related Purchase Notice (such Receivables being referred to as the "Listed Receivables"), which list shall identify the invoice number, outstanding principal balance and maturity date of each such Receivable (in each case as of the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another periodrelated Purchase Notice).

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is to unless the purchase will be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interestfunded with Pooled Commercial Paper, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor the respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to of such Group Purchaser concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of any Group which does not have an InvestorPool Receivables being purchased, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base RatePool Receivables, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, Pool Receivables (which shall be one day if the Seller has not selected another period). The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on notice given no later than 3:00 P.M. (New York City time) at least one two Business Day’s notice Days' in advance from the Seller to the Program Agent and each Investor Agent, PROVIDED that no more than one purchase shall be made in any Week. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0003,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), ) and (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group Investor shall promptly send notice of the proposed purchase to all of the Related Banks with respect to for such Group Investor concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Groupfund), each such Related Bank’s 's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three two Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Facility Agent in accordance with Section 5.2 (which notice must be received by the Facility Agent before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Euro-Rate, and (ii) at least one Business Day’s notice from Day before the Seller to requested purchase date, in the Program Agent and each Investor Agent. Each such notice case of a purchase Funded Purchase to be funded at the Yield Rate and based upon the Base Rate, which notice shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0001,000,000 and anything in excess of $1,000,000 shall be an integral multiple of $100,000), being referred the Capital relating to herein as the initial “Capital” of the Receivable Interest undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), (C) the desired funding basis and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Yield Period for such Receivable InterestFunded Purchase (which shall be based upon the Euro-Rate or the Base Rate) and (D) a Daily Report after giving effect to the increase in Capital. Each Investor Agent Funded Purchase described above shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with their Pro Rata Shares; provided, however that the failure of any Bank to make a Funded Purchase hereunder shall not in itself relieve any other Bank of its respective obligation to make any Funded Purchase hereunder (it being understood that no Bank Commitment), whether the Yield shall be responsible for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case failure of any Group other than the Fifth Third Group, may be selected only if Bank to make any Funded Purchase required by such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another periodBank hereunder).

Making Purchases. (a) Each purchase by any of the Investors Eureka or the Banks shall be made on at least one Business Day’s notice from the Seller to the Program Agent and each Investor Agent(which, for any period during which Weekly Reports are required to be delivered pursuant to Section 6.02(g)(ii), shall be provided by delivery of a completed Weekly Report containing information covering the most recently ended reporting period for which such information is required pursuant to Section 6.02(g)(ii)); provided that no more than one purchase shall be made in any one calendar week. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, amount being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have Eureka has determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsEureka. If any Investor with respect to any Group Eureka has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment)purchased, whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period); provided, however, that during the Term Period for any Bank, such Bank shall, on the date of such purchase, instruct the Agent to make available to the Seller at the account set forth in the Funds Transfer Letter such Bank’s ratable share of the amount of Capital of the interest in the Receivable Interest being acquired by such Bank out of the funds available therefor in the Collateral Advance Account.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the "Disbursement Account"), an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice transfer the applicable Purchaser Group's Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based Disbursement Account on the Eurodollar Rate Purchase Date and shall use its reasonable best efforts to make such transfer by no later than 4:00 p.m. (which, in the case of any Group other than the Fifth Third Group, may be selected only if New York time) on such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v)) Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is unless the purchase will be funded with Pooled Commercial Paper and except with respect to be purchased any purchase being made by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable InterestBOAST or PNC, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by itpurchase, or if any Group (b) a Purchaser Agent does not have an Investora related Purchaser, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to of such Group Purchaser Agent concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of Pool Receivables being purchased, and, except with respect to any Group which does not have an Investorpurchase being made by BOAST or PNC, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, Pool Receivables and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is to unless the purchase will be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interestfunded with Pooled Commercial Paper, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor the respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to of such Group Purchaser concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of any Group which does not have an InvestorPool Receivables being purchased, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base RatePool Receivables, and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (given no later than 12:00 noon) from the Seller to the Program Agent and each Investor Agent, provided that no more than 6 purchases shall be made in any calendar month. Each such notice of a purchase shall be in the form attached hereto as Annex I, shall be irrevocable and shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group Investor shall promptly send notice of the proposed purchase to all of the Related Banks with respect to for such Group Investor concurrently by telecopier, telex or cable telecopier specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Groupfund), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period); provided, however, that during the Term Period for any Group, each Bank in such Group shall, on the date of such purchase, instruct the Program Agent to make available to the Seller at the account set forth in the Funds Transfer Letter such Bank’s Ratable Share of the amount of Capital of the interest in the Receivable Interest being acquired by such Group out of the funds available therefor in the Collateral Advance Account.

Making Purchases. (a) Each purchase Purchase of a Receivable Interest by any of the Investors or the Banks Purchasers shall be made on at least one Business Day’s notice from the Seller to the Program Agent Agent, given not later than 11:00 A.M. (New York City time) (i) on the third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield based on the Eurodollar Rate and each Investor Agent(ii) on the Business Day of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield based on the Base Rate. Each such notice of a purchase proposed Purchase of a Receivable Interest (a "Notice of Purchase") shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit J hereto, and shall specify the requested aggregate amount of such Purchase (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred ) to herein as be paid to the initial “Capital” of Seller and the Receivable Interest then being purchased), (ii) the allocation requested Business Day of such amount among Purchase. The Agent shall give each Purchaser prompt notice of the Groups (which shall be proportional to the Investor Purchase Limit such notice of each Group)such proposed Purchase, (iii) the date of such purchase (which shall be a Business Day)Purchase, and (iv) if such Receivable Interest is the amount of Capital to be purchased paid by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable InterestPurchaser in connection with such Purchase, the duration of the initial Fixed Period for such Receivable Interestby telephone or telefax. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying On the date of such purchasePurchase, each Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Agent its ratable share of the aggregate amount of Capital such Purchase by deposit of Receivable Interest being purchased by such Related Banks (which amount shall be equal ratable share in same day funds to the portion Agent's Account, and, after receipt by the Agent of such funds, the initial Capital requested Agent shall cause such funds to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior made immediately available to the purchase date) or Seller at the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Seller's Account.

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group InvestorGroup shall promptly send notice of the proposed purchase to all of the Related Banks with forwith respect to such Group InvestorGroup concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s 's notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group Investor shall promptly send notice of the proposed purchase to all of the Related Banks with respect to for such Group Investor concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Groupfund), each such Related Bank’s 's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of The Seller shall notify the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller Purchaser in writing, with a copy to the Program Agent and each Investor Administrative Agent. Each such , of its desire to sell Eligible Receivables to the Purchaser pursuant to the terms of this Agreement, which notice of a purchase shall specify (i) the amount requested to be paid to Purchase Price of such Eligible Receivables (which, in the Seller (such amountaggregate, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), 500,000) and (ii) the allocation proposed date of such amount among each of the Groups Purchase (which shall be proportional to the Investor Purchase Limit of each Group), not less than three (iii3) Business Days after the date of such purchase (which notice of Purchase hereunder and shall be a Business Day, PROVIDED, that the Seller may only make one request for a Purchase in any calendar week and shall have attached thereto a schedule indicating the Contract number of each Contract relating to such Receivables). The Purchaser shall, and (iv) if such Receivable Interest is to be purchased by a Group other not later than the Fifth Third Group and the Assignee Rate based 12:00 noon, New York City time, on the Eurodollar Rate is second Business Day prior to apply to such Receivable Interestthe proposed date of Purchase, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller in writing (which may be by acknowledgment endorsed on the Seller's notice) of its decision whether the Investors have determined to make the requested or not it will purchase and, if so, whether all such Receivables. The Seller's acceptance of the terms specified Purchaser's decision to purchase such Receivables shall be irrevocable and binding on the Seller and the Seller shall indemnify the Purchaser against any loss or expense incurred by the Purchaser as a result of any failure by the Seller are acceptable to accept the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made Purchase Price by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice reason of the proposed purchase to all liquidation or reemployment of funds acquired or requested by the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not Purchaser to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)requested amount.

Making Purchases. (a) Each purchase Purchase of a Receivable Interest by any of the Investors or the Banks Purchasers shall be made on at least one Business Day’s notice from the Seller to the Program Agent Agent, given not later than 11:00 A.M. (New York City time) (i) on the third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield based on the LIBO Rate, and each Investor Agent(ii) on the Business Day of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield based on the Base Rate. Each such notice of a purchase proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit J hereto, and shall specify (ix) the requested aggregate amount requested to be paid to the Seller of such Purchase (such amount, which shall not be less than $1,000,000) to be paid to the Seller, being referred (y) the Citibank Rate and Settlement Period applicable to herein as the initial “Capital” of the Receivable Interest then being purchased), to be purchased and (iiz) the allocation requested Business Day of such amount among Purchase. The Agent shall give each Purchaser prompt notice of the Groups (which shall be proportional to the Investor Purchase Limit such notice of each Group)such proposed Purchase, (iii) the date of such purchase (which shall be a Business Day)Purchase, and (iv) if such Receivable Interest is the amount of Capital to be purchased paid by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable InterestPurchaser in connection with such Purchase, the duration of the initial Fixed Period for such Receivable Interestby telephone or telecopier. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying On the date of such purchasePurchase, each Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Agent its ratable share of the aggregate amount of Capital such Purchase by deposit of Receivable Interest being purchased by such Related Banks (which amount shall be equal ratable share in same day funds to the portion Agent’s Account, and, after receipt by the Agent of such funds, the initial Capital requested Agent shall cause such funds to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior made immediately available to the purchase date) or Seller at the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Seller’s Account.

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $1,000,0005,000,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor the respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of any Group which does not have an InvestorPool Receivables being purchased, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base RatePool Receivables, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, Pool Receivables (which shall be one day if the Seller has not selected another period). The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v) or Section 1.15(be)) Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day) and (iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by Truist, PNC or TD (in their respective capacities as a Bank), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by itpurchase, or if any Group (b) a Purchaser Agent does not have an Investora related Purchaser, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to of such Group Purchaser Agent concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of Pool Receivables being purchased, and, except with respect to any Group which does not have an Investorpurchase being made by Truist, PNC or TD (in their respective capacities as a Bank), the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, Pool Receivables and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B hereto delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the "Disbursement Account"), an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice transfer the applicable Purchaser Group's Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based Disbursement Account on the Eurodollar Rate Purchase Date and shall use its reasonable best efforts to make such transfer by no later than 4:00 p.m. (which, in the case of any Group other than the Fifth Third Group, may be selected only if New York time) on such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase Purchase of a Receivable Interest by any of the Investors or the Banks Purchasers shall be made on at least one Business Day’s notice from the Seller to the Program Agent and each Investor Facility Agent, given not later than 11:00 A.M. (New York City time) (which notice may be delivered by e-mail or telecopier) (i) on the third Business Day before the date of such Purchase in the case of a Receivable Interest the Capital of which will initially bear Yield based on the LIBO Rate, and (ii) on the first Business Day before the date of such Purchase in the case of a Receivable Interest the Capital of which will initially bear Yield based on the Base Rate or the Commercial Paper Rate. Each such notice of a purchase proposed Purchase (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit I hereto, and shall specify (iA) the requested aggregate amount requested to be paid to the Seller of such Purchase (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (iiB) the allocation portion of the Purchase to be paid by each Ownership Group in connection with such Purchase, and (C) the requested Business Day of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) Purchase. On the date of such purchase (which shall be a Business Day)Purchase, and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interesteach Facility Agent shall, the duration upon satisfaction of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined applicable conditions set forth in Article III, make available to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all its ratable share of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital such Purchase by deposit of such ratable share in same day funds to the Seller’s Account. For each Ownership Group, the applicable Facility Agent shall determine whether its Conduit Purchaser agrees to purchase its Receivable Interest being purchased in the Pool Receivables by such Related Banks (which amount shall be equal to the portion purchasing its pro rata share of the initial Capital requested Purchase, and if the applicable Conduit Purchaser declines to be funded by make such InvestorPurchase, which the Facility Agent shall notify the Alternate Purchaser(s) in such Investor determined not Ownership Group of the Conduit Purchaser’s declining to fund or, make such Purchase and each such Alternate Purchaser shall purchase a Receivable Interest in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with Pool Receivables by purchasing its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration pro rata share of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with SECTION 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0003,000,000, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in SECTION 1.2(b), below (the "DISBURSEMENT ACCOUNT"), an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice use its reasonable best efforts to transfer the applicable Purchaser Group's Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof Disbursement Account by no later than 4:00 p.m. (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based New York time) on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller’s irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one two Business Day’s notice from Days before the Seller to requested Purchase Date (provided, however, that in the Program Agent and each Investor Agent. Each case of the first purchase hereunder, such notice of a purchase shall specify (i) may be received on the amount requested to be paid to the Seller (such amountdate hereof), which notice shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), specify: (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiA) the date of such purchase (which shall be a Business Day), and (ivB) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire aggregate amount of a proposed purchase requested to be made by itpaid to the Seller (such aggregate amount, which shall not be less than $2,000,000 (or up to the then remaining availability hereunder, if any Group does not have an Investorless than $2,000,000 at the time of such request), being the Investor Agent for such Group shall promptly send notice aggregate of the proposed purchase Investments of each Purchaser, relating to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest undivided percentage ownership interest then being purchased by such Related Banks purchased) (which amount shall be ratably allocated among the Purchaser Groups, based on the Group Commitments for such Purchaser Groups on such day) and (C) a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall, subject to the terms and conditions hereof, transfer to the account of the Seller described in Section 1.2(b) below (the “Disbursement Account”), an amount equal to the portion of amount requested by the initial Capital requested Seller to be funded by such Investor, which such Investor Purchaser on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to fund oror was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the amount requested by the Seller to be funded by such Purchaser (and, in the case of any Group which does not have an Investoreach Related Committed Purchaser, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the Eurodollar Rate Disbursement Account by no later than 1:00 p.m. (which, in New York time) on the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to any Participation of the Investors or the Banks any Purchaser hereunder shall be made on at least one Business Dayupon the Seller’s irrevocable written notice from in the Seller form of Annex A (a “Purchase Notice”) delivered to the Program Agent and each Investor AgentPurchaser Agent in accordance with Section 6.2 (which notice must be received by such Purchaser Agents prior to 2:00 p.m., Chicago time) on the Business Day immediately preceding the date of such proposed purchase. Each such notice of a any such proposed purchase shall specify (i) the desired amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (but not reinvestment under Section 1.4(c)) no later than the [*] day following the Seller’s delivery of a Purchase Notice (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the aggregate Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount of Capital of Receivable Interest being purchased by such Related Banks payable as described in clause (which amount i) below, the Purchaser shall be equal obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business Day prior to such Deferred Purchase Date. Subject to the portion adjustment of the initial Capital requested purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by such Investora Deferring Purchaser. In addition, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest if there is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).a Deferring Purchaser:

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v) or Section 1.15(b)) Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day) and (iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by Truist, PNC or TD (in their respective capacities as a Bank), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by itpurchase, or if any Group (b) a Purchaser Agent does not have an Investora related Purchaser, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to of such Group Purchaser Agent concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of Pool Receivables being purchased, and, except with respect to any Group which does not have an Investorpurchase being made by Truist, PNC or TD (in their respective capacities as a Bank), the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, Pool Receivables and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with SECTION 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0002,000,000, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the "Disbursement Account"), an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice use its reasonable best efforts to transfer the applicable Purchaser Group's Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof Disbursement Account by no later than 1:00 p.m. (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based New York time) on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any of the Investors Cxxxxx or the Banks shall be made on at least one three Business Day’s Days' written notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0002,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interestinterest, the duration of the initial Fixed Settlement Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller (and shall use its reasonable efforts to so notify on the same Business Day if it receives notice prior to 2:00 p.m.) whether the Investors have Cxxxxx has determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsCxxxxx. If any Investor with respect to any Group Cxxxxx has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice (and shall use its reasonable efforts to send such notice on the same Business Day if it receives notice prior to 2:00 p.m.) of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank's Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment)purchased, whether the Yield for the Fixed Settlement Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three two Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Settlement Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to any Participation of the Investors or the Banks any Purchaser hereunder shall be made on at least one Business Dayupon the Seller’s irrevocable written notice from in the Seller form of Annex A (a “Purchase Notice”) delivered to the Program Agent and each Investor AgentPurchaser Agent in accordance with Section 6.2 (which notice must be received by such Purchaser Agents prior to 2:00 p.m., Chicago time) on the Business Day immediately preceding the date of such proposed purchase. Each such notice of a any such proposed purchase shall specify (i) the desired amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (but not reinvestment under Section 1.4(c)) no later than the [*] day following the requested purchase date (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the aggregate Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount of Capital of Receivable Interest being purchased by such Related Banks payable as described in clause (which amount i) below, the Purchaser shall be equal obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business Day prior to such Deferred Purchase Date. Subject to the portion adjustment of the initial Capital requested purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non- Deferring Purchaser shall be obligated to fund any amounts required to be funded by such Investora Deferring Purchaser. In addition, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest if there is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).a Deferring Purchaser:

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v)) Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is unless the purchase will be funded with Pooled Commercial Paper and except with respect to be purchased any purchase being made by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable InterestBOA or PNC, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by itpurchase, or if any Group (b) a Purchaser Agent does not have an Investora related Purchaser, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to of such Group Purchaser Agent concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of Pool Receivables being purchased, and, except with respect to any Group which does not have an Investorpurchase being made by BOA or PNC, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, Pool Receivables and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is to unless the purchase will be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interestfunded with Pooled Commercial Paper, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor the respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of any Group which does not have an InvestorPool Receivables being purchased, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base RatePool Receivables, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, Pool Receivables (which shall be one day if the Seller has not selected another period). The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase of an Asset Interest by any of the Investors Conduit Purchasers or the Banks Committed Purchasers shall be made on at least one two Business Day’s Days’ notice from the Seller to the Program Agent and each Investor Group Agent. Each such notice of a purchase of an Asset Interest shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof, being referred to herein as the initial “Capital” of the Receivable Asset Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), and (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent Conduit Purchaser shall promptly notify the Program Agent whether such Investor Conduit Purchaser has determined not to make the requested purchase on the terms specified by the Seller. The COLONIAL BANK WAREHOUSE LOAN PURCHASE AGREEMENT Program Agent shall promptly thereafter notify the Seller whether the Investors Conduit Purchasers have determined not to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsAsset Interests. If any Investor with respect to any Group Conduit Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any the Group does not have an Investor, the Investor Agent for such Group Conduit Purchaser shall promptly send notice of the proposed purchase to all of the Related Banks with respect to Committed Purchasers for such Group Conduit Purchaser concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable the Asset Interest being to be purchased by such Related Banks Committed Purchasers (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, of the Asset Interest which such Investor Conduit Purchaser determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Grouppurchase), each such Related BankCommitted Purchaser’s portion thereof (determined ratably in accordance with its their respective Bank CommitmentCommitments), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Asset Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another periodperiod and such Asset Interest is to be funded at the Alternate Base Rate).

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks shall Purchased Interest hereunder may be made on at least one Business Dayany day upon the Seller’s irrevocable written notice from in the Seller form of Annex B (each, a “Purchase Notice”) delivered to the Program Agent Administrator and each Investor Agent. Each such notice of a purchase shall specify Purchaser Agent in accordance with Section 6.2 not later than (i) 2:00 p.m. New York City time on the date that is one Business Day prior to the requested Purchase Date or (ii) solely in the case of a Funded Purchase in an amount less than or equal to $50,000,000, 12:00 p.m. New York City time on the requested Purchase Date, in either case, which notice shall specify: (A) in the case of a Funded Purchase, the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $100,000, being referred with respect to herein as the initial “Capital” of the Receivable Interest then being purchased)each Purchaser Group, (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), ) and (ivC) if such Receivable the pro forma calculation of the Purchased Interest is after giving effect to be purchased by a Group other than the Fifth Third Group and increase in the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable InterestAggregate Capital. For security purposes, the duration amount of Xxxxx Fargo’s ratable share of the initial Fixed Period for such Receivable Interest. Each Investor Agent Aggregate Capital requested in each Funded Purchase shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified also be entered by the Seller are acceptable to the Investorsinto Xxxxx Fargo’s online “C.E.O. portal,” or funding may be delayed pending telephonic verification of such amount. If any Investor with respect to any Group has determined not to make Purchase Notice is received or confirmed after the entire amount time specified in the first sentence of a proposed purchase requested to be made by it, or if any Group does not have an Investorthis Section 1.2(a), the Investor Agent for Purchasers will endeavor to honor such Group shall promptly send notice of on that Business Day but will honor it not later than the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying next succeeding Business Day. (b) On the date of each Funded Purchase (but not reinvestment or issuance of a Letter of Credit) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at such purchase, account as may be so designated in writing by the aggregate Seller to the Administrator and each Purchaser Agent from time to time an amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of Capital relating to the initial Capital requested to be undivided percentage ownership interest then being funded by such Investor, which such Investor determined not Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to fund or, in the case of any Group which does not have an Investorthis Section 1.2 and each reinvestment pursuant to Section 1.4, the entire amount of initial Capital allocated Seller hereby sells and assigns to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Administrator for the Fixed Period for such Receivable Interest is calculated benefit of the Purchasers (ratably, based on the Eurodollar Rate sum of Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (whichi) each Pool Receivable then existing, in (ii) all Related Security with respect to such Pool Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the case of any Group Seller’s obligations (monetary or otherwise) under this Agreement and the other than Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior Seller hereby grants to the purchase dateAdministrator, for the benefit of the Purchasers, a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv)(A) the Alternate Base RateLock-Box Accounts and all amounts on deposit therein, and the duration of the Fixed Period for all certificates and instruments, if any, from time to time evidencing such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).Lock-Box Accounts and

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one two Business Day’s Days’ notice from the Seller to the Program Agent and each Investor Agent; provided that no more than 2 purchases shall be made in any one calendar month (and during such period that the Collection Agent is required to deliver a Weekly Report pursuant to Section 6.02(g)(ii) or a Daily Report pursuant to Section 6.02(g)(iii) an additional 2 purchases may be made in any one calendar month). Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0005,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), and (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If, on the date any Investor Agent receives any notice of purchase (and provided that such notice is received by 2:00 p.m. (New York City time) on a Business Day), such Investor Agent is aware that the Investor for which such Investor Agent is acting as Investor Agent will not make such purchase, such Investor Agent will notify the Seller, the Program Agent and each other Investor Agent thereof by the end of such day (which notice may be by telephone). If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group Investor shall promptly send notice of the proposed purchase to all of the Related Banks with respect to for such Group Investor concurrently by telecopiertelecopier or e-mail, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be not funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), and each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase Purchase of Receivable Interests by any of the Investors or the Banks Purchasers shall be made on at least one Business Day’s notice from the Seller to the Program each Managing Agent and each Investor the Administrative Agent, given not later than (i) in the case of Receivable Interests for which Yield is computed by reference to the Purchaser Rate, 12:00 noon (New York City time) on the second Business Day before the date of such Purchase (except in the case of any Purchase of Receivable Interests to be made on the Business Day immediately following the New Closing Date, not later than 12:00 noon (New York City time) on the New Closing Date), and (ii) in the case of Receivable Interests for which Yield is computed by reference to the Assignee Rate, 12:00 noon (New York City time) on the fourth Business Day before the date of such Purchase. Each such notice of a purchase proposed Purchase of Receivable Interests shall be by telecopier to the Administrative Agent and by electronic transmission to each Managing Agent and the Administrative Agent, and shall specify the requested aggregate amount of such Purchase (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred 10,000,000) to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional paid to the Investor Purchase Limit of each Group), (iii) Seller and the date of such purchase Purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent Purchaser shall promptly notify each Managing Agent and the Program Administrative Agent whether such Investor it has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investorssuch Purchase. If any Investor with respect to any Group Purchaser so notifies the Managing Agents and the Administrative Agent that it has determined not to make the entire amount of a proposed purchase requested to be made by it, such Purchase or if will not so fund such Purchase and any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to or all of the Related Banks with respect other Purchasers agree to make and so fund such Group concurrently Purchase in place of such Purchaser (it being understood that each Purchaser willing to so make and fund such Purchase shall be permitted by telecopierthe other Purchasers and the Seller to do so), telex the Purchasers so making such Purchase shall notify each Managing Agent and the Administrative Agent of such agreement and their respective Pro Rata Shares for such Purchase. The Administrative Agent shall promptly thereafter, on each day it receives any such notice, notify the Seller of the identity of the Purchasers, if any, which have determined to make and so fund such Purchase and their respective Pro Rata Shares therefor. If any Purchaser shall have determined not to make or cable specifying so fund such Purchase and no other Purchasers shall have agreed to make and so fund such Purchase in such Purchaser's place, the Seller shall notify the Administrative Agent whether it has designated a new Purchaser to replace such Purchaser pursuant to SECTION 2.14 and to make and so fund such Purchase. On the date of such purchase, the aggregate amount of Capital each Purchase of Receivable Interest being purchased Interests by the Purchasers making such Related Banks (which Purchase, each Purchaser making such Purchase shall, upon satisfaction of the applicable conditions set forth in ARTICLE III, make available to the Seller an amount shall be equal to such Purchaser's Pro Rata Share of such Purchase by deposit of such amount in same day funds to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated Seller's Account (or to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if account as the Seller has not selected another periodmay designate in writing from time to time).

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Facility Agent in accordance with Section 5.2 (which notice must be received by the Facility Agent before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Euro-Rate, and (ii) at least one Business Day’s notice from Day before the Seller to requested purchase date, in the Program Agent and each Investor Agent. Each such notice case of a purchase Funded Purchase to be funded at the Yield Rate and based upon the Base Rate, which notice shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0001,000,000 and anything in excess of $1,000,000 shall be an integral multiple of $100,000, being referred to herein as the initial “Capital” portion of the Receivable Interest Purchasers' Net Investment relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), (C) the desired funding basis and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Yield Period for such Receivable InterestFunded Purchase (which shall be based upon the Euro-Rate or the Base Rate) and (D) a Daily Report after giving effect to the increase in the Purchasers' Net Investment. Each Investor Agent Funded Purchase described above shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with their Pro Rata Shares; provided, however that the failure of any Bank to make a Funded Purchase hereunder shall not in itself relieve any other Bank of its respective obligation to make any Funded Purchase hereunder (it being understood that no Bank Commitment), whether the Yield shall be responsible for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case failure of any Group other than the Fifth Third Group, may be selected only if Bank to make any Funded Purchase required by such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another periodBank hereunder).

Making Purchases. (a) Each purchase by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to any Participation of the Investors or the Banks any Purchaser hereunder shall be made on at least one Business Dayupon the Seller’s irrevocable written notice from in the Seller form of Annex A (a “Purchase Notice”) delivered to the Program Agent and each Investor AgentPurchaser Agent in accordance with Section 6.2 (which notice must be received by such Purchaser Agents prior to 2:00 p.m., Chicago time) on the Business Day immediately preceding the date of such proposed purchase. Each such notice of a any such proposed purchase shall specify (i) the desired amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (but not reinvestment under Section 1.4(c)) no later than the [*] day following the Seller’s delivery of a Purchase Notice (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the aggregate Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount of Capital of Receivable Interest being purchased by such Related Banks payable as described in clause (which amount ii) below, the Purchaser shall be equal obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (ii) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business Day prior to such Deferred Purchase Date. Subject to the portion adjustment of the initial Capital requested purchase amount payable as described in clause (ii) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by such Investora Deferring Purchaser. In addition, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest if there is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).a Deferring Purchaser:

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks shall Purchased Interest hereunder may be made on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least one two (2) Business Day’s Days before the requested Purchase Date, which notice from shall specify: (A) in the Seller to the Program Agent and each Investor Agent. Each such notice case of a purchase shall specify Funded Purchase (i) other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amountSeller, which shall not be less than $1,000,000300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $100,000 in excess thereof, being referred with respect to herein as the initial “Capital” of the Receivable Interest then being purchased)each Purchaser Group, (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), ) and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable Purchased Interest after giving effect to the Investorsincrease in the Aggregate Capital. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying (b) On the date of such purchaseeach Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the aggregate Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Administration Account an amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portionPortion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by such Purchaser. On or after the date of a Funded Purchase, the Purchaser Agent of a Purchaser Group with more than one Conduit Purchaser may, with prior notice to the Seller, allocate or reallocate any portion of the initial Capital requested to be then being funded by the Purchasers in such Investor, which such Investor determined not to fund or, in Purchaser Agent’s Purchaser Group among the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)related Conduit Purchasers.

Making Purchases. (a) Each purchase by any of the Investors or the Banks Purchase shall be made on at least one Business Day’s notice from the Seller to the Program Agent Agent, given not later than 11:00 A.M. (New York City time) on the third Business Day before the date of such Purchase if the Seller requests as the Investor Rate the CP Rate or the Assignee Rate in connection with such Purchase and each not later that 11:00 A.M. (New York City time) on the fifth Business Day before the date of such Purchase if the Seller requests as the Investor AgentRate either the MTN Fixed Rate or the MTN Floating Rate in connection with such Purchase. Each such notice of a purchase shall specify proposed Purchase (i) if the Seller requests as the Investor Rate the CP Rate or the Assignee Rate in connection with such Purchase, shall be by telephone, telecopier, telex or cable, specifying the requested (A) amount requested of such Purchase to be paid to the Seller and (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (iiB) the allocation Business Day of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for the Eligible Asset to be purchased and (ii) if the Seller requests as the Investor Rate either the MTN Fixed Rate or the MTN Floating Rate in connection with such Receivable InterestPurchase, shall be by telephone (confirmed immediately in writing) or by telecopier, telegraph, telex or cable, confirmed immediately in writing, in substantially the form of a Notice of Purchase and/or Investor Rate referred to in Section 2.04, specifying therein the requested (A) amount of such Purchase to be paid to the Seller, (B) Business Day of such Purchase and duration of the initial Fixed Period for the Eligible Asset to be purchased and (C) the other information to establish such Investor Rate as required by Section 2.04. Each The Investor Agent shall promptly notify the Program Agent whether such Investor it has determined to make the requested purchase on the terms specified by the Sellersuch Purchase. The Program Agent shall promptly thereafter notify the Seller whether the Investors have Investor has determined to make such Purchase and whether the conditions for the requested purchase Investor Rate set forth in Section 2.04 have been satisfied. On the date of each Purchase, the Investor shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Agent the amount of its Purchase by deposit of such amount in same day funds to the Agent's Account, and, if so, whether all of the terms specified after receipt by the Seller are acceptable to Agent of such funds, the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested Agent will cause such funds to be made by itimmediately available to the Seller at Citibank's office at 399 Xxxx Xxxxxx, or if any Group does not have an InvestorXxx Xxxx, the Xxx Xxxx. Xxe Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying on the date of such purchaseeach Purchase, and the aggregate amount Owner of Capital each Eligible Asset shall on the first day of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Groupinitial Fixed Period) for such Eligible Asset, may be selected only if such notice is given at least three Business Days prior to notify the purchase date) or the Alternate Base Rate, and the duration Agent of the Fixed Period Investor Rate for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Fixed Period.

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v) or Section 1.15(e)) Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day) and (iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by Truist, PNC, TD or TDRegions (in their respective capacities as a Bank), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by itpurchase, or if any Group (b) a Purchaser Agent does not have an Investora related Purchaser, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to of such Group Purchaser Agent concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of Pool Receivables being purchased, and, except with respect to any Group which does not have an Investorpurchase being made by Truist, PNC, TD or TDRegions (in their respective capacities as a Bank), the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, Pool Receivables and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase by any of the Investors or the Banks undivided percentage ownership interests hereunder shall be made on at least one Business Day’s notice from upon the Seller Servicer's irrevocable written notice, substantially in the form of Exhibit VIII hereto (a "Purchase Notice"), delivered to the Program Agent Purchaser in accordance with Section 4.2 (which Purchase Notice must be received by the Purchaser prior to 9:00 a.m., Los Angeles time) (i) not later than September 18, 1995 in the case of the First Purchase Date, and each Investor Agent(ii) not later than December 18, 1995, in the case of the Second Purchase Date. Each Purchase Notice shall specify, with respect to each Seller, (A) the aggregate outstanding principal balances of such Seller's Eligible Receivables with respect to which such Seller proposes to sell an undivided percentage ownership interest to the Purchaser and (B) the proposed Purchase Date. Not later than 9:00 a.m. (Los Angeles time) on the day following its receipt of each such Purchase Notice, the Purchaser shall send to the Servicer a notice setting forth a calculation of the Purchased Interest relating to each Seller, including a purchase shall specify description of (i) the amount requested to be paid by the Purchaser with respect to such Purchased Interest to the Servicer on the related Purchase Date for the account of the applicable Seller (such amount, which shall not be less than $1,000,000, amount with respect to such Purchased Interest being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), "Purchaser's Investment") and (ii) the allocation of such amount among each of the Groups (which shall be proportional aggregate Yield to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks accrue with respect to such Group concurrently Purchased Interest for the actual number of days in the Yield Period commencing on the applicable Purchase Date (such aggregate Yield with respect to such Purchased Interest being referred to as the "Yield Reserve"), it being understood and agreed that the calculation of the Yield Reserve shall not limit the effect of the proviso to the definition of Yield in Exhibit I or the effect of Exhibit VII. The Purchaser shall calculate the Purchaser's Investment with respect to a Purchased Interest as an amount which, when added to the related Yield Reserve, is as close is as reasonably practicable to (but not in excess of) the aggregate outstanding principal balance of the related Eligible Receivables set forth in the related Purchase Notice; it being understood and agreed that the aggregate outstanding Purchaser's Investments shall not exceed the Purchaser's Investment Limit and that this sentence shall not limit any other provision of this Agreement (including Exhibit VII). Each Seller shall send to the Purchaser for receipt by telecopierthe Purchaser not later than the Business Day prior to the related Purchase Date, telex or cable specifying a list of such Seller's Receivables the outstanding principal balances of which were reflected in the related Purchase Notice (such Receivables being referred to as the "Listed Receivables"), which list shall identify the invoice number, outstanding principal balance and maturity date of each such Receivable (in each case as of the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another periodrelated Purchase Notice).

Making Purchases. (a) Each notice of purchase by any of a Receivable Interest in the Investors or the Banks Pool Receivables shall be made on at least one Business Day’s notice from delivered by the Seller to the Program Administrative Agent and each Investor AgentPurchaser Agent no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Request and shall specify (i) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $1,000,000250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase), being referred to herein as the initial “Capital” of the each Receivable Interest in the Pool Receivables then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is unless the purchase will be funded with Pooled Commercial Paper and except with respect to be purchased any purchase being made by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable InterestBOA, the desired duration of the initial Fixed Period for each such Receivable InterestInterest in the Pool Receivables. Each Investor Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Program Seller and the Administrative Agent whether such Investor thesuch respective Purchaser has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the Investors. If any Investor yield with respect to any Group such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by itpurchase, or if any Group (b) a Purchaser Agent does not have an Investora related Purchaser, the Investor respective Purchaser Agent for such Group shall promptly send notice of the proposed purchase to all of the Related related Banks with respect to of such Group Purchaser Agent concurrently by telecopier, telex or cable specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, Interests in the case of Pool Receivables being purchased, and, except with respect to any Group which does not have an Investorpurchase being made by BOA, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield Assignee Rate for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base RatePool Receivables, and the duration of the Fixed Period for such Receivable Interest (which, in the case Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any Group other than the Fifth Third Group, shall be one day if failure by the Seller has not selected another period)to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s notice from Days before the Seller to requested Purchase Date (provided, however, that in the Program Agent and each Investor Agent. Each case of the first purchase hereunder, such notice of a purchase may be received on the date hereof), which notice shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0002,000,000, with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), (C) the amount requested from each Purchaser (which amount requested of each Purchaser may or may not be ratable among such Purchasers, as determined in the discretion of the Seller) and (ivD) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase on Purchase, such Conduit Purchaser shall, subject to the terms specified by and conditions hereof, transfer to the Seller. The Program Agent shall promptly thereafter notify account of the Seller whether described in Section 1.2(b) below (the Investors have determined "Disbursement Account"), an amount equal to make the amount requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor Purchaser on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to fund oror was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the amount requested by the Seller to be funded by such Purchaser (and, in the case of any Group which does not have an Investoreach Related Committed Purchaser, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Eurodollar Rate Disbursement Account by no later than 1:00 p.m. (which, in New York time) on the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller's irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with SECTION 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one three Business Day’s Days before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, or an integral multiple of $100,000 in excess thereof with respect to each Purchaser Group, being referred to herein as the initial “Capital” aggregate of the Receivable Interest Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in the Aggregate Investment. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in SECTION 1.2(b), below (the "DISBURSEMENT ACCOUNT "), an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice transfer the applicable Purchaser Group's Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof Disbursement Account by no later than 4:00 p.m. (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based New York time) on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase of a Receivable Interest by any of the Investors or the Banks Purchasers shall be made on at least one three Business Day’s Days' notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0005,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), ) and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent The Conduit Purchaser shall promptly notify the Program Seller and the Agent whether such Investor it has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify If the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group Conduit Purchaser has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group Bank Purchasers concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks Bank Purchasers (which amount shall be be, subject to clause (e) below, equal to the portion of the initial Capital requested to be purchase price not funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such GroupConduit Purchaser), each such Related Bank’s Bank Purchaser's portion thereof (determined ratably in accordance with its their respective Bank CommitmentCommitments), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another periodperiod in accordance with the provisions set forth in the definition of "Fixed Period").

Making Purchases. (a) Each purchase by any Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks Purchased Interest hereunder shall be made on upon the Seller’s irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one Business Day’s Day before the requested Purchase Date, which notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify specify: (iA) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0001,000,000 with respect to each Purchaser Group and shall be in integral multiples of $100,000, being referred the aggregate of Capital of each Purchaser within such Purchaser Group relating to herein as the initial “Capital” of the Receivable Interest undivided percentage ownership interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iiiB) the date of such purchase Purchase (which shall be a Business Day), and (ivC) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration pro forma calculation of the initial Fixed Period for Purchased Interest after giving effect to the increase in Aggregate Capital. If the Purchase is requested from a Conduit Purchaser and such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined Conduit Purchaser determines, in its sole discretion, to make the requested purchase Purchase, such Conduit Purchaser shall transfer to the Disbursement Account, an amount equal to such Conduit Purchaser’s Purchaser Group Ratable Share of such Purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the InvestorsPurchase Date. If any Investor with respect to any the Purchase is requested from the Related Committed Purchasers for a Purchaser Group has (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the entire amount of terms and conditions hereof, such Related Committed Purchasers for a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Purchaser Group shall promptly send notice transfer the applicable Purchaser Group’s Ratable Share of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks each Purchase (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund orand, in the case of any Group which does not have an Investoreach Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based Disbursement Account on the Eurodollar Rate Purchase Date and shall use its reasonable best efforts to make such transfer by no later than 4:00 p.m. (which, in the case of any Group other than the Fifth Third Group, may be selected only if New York time) on such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)Purchase Date.

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks shall Purchased Interest hereunder may be made on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”); provided, that at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Purchaser hereunder and the Seller has entered into a PINACLE Agreement, then any request for a Purchase made by the Seller using PINACLE shall constitute a Purchase Notice. Each Purchase Notice shall be delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 3:00 p.m. New York City time on the requested Purchase Date for a Purchase made pursuant to PINACLE or, otherwise: (i) before 12:00 Noon New York City time on the requested Purchase Date for a Funded Purchase equal to or less than $50,000,000 and (ii) before 2:00 p.m. New York City time for all other Funded Purchases at least one (1) Business Day’s Day before the requested Purchase Date), which notice from shall specify: (A) in the Seller to the Program Agent and each Investor Agent. Each such notice case of a purchase shall specify Funded Purchase (i) other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each Purchaser Group (such amount, which which, with respect to Dollar Purchases, shall not be less than $1,000,000, being referred 300,000 (or such lesser amount as agreed to herein as by the initial “Capital” of the Receivable Interest then being purchased), (iiAdministrator) the allocation of such amount among each of the Groups (which and shall be proportional in integral multiples of $100,000 in excess thereof and, with respect to Alternative Currency Purchases, shall not be less than €300,000 (or such lesser amount as agreed to by the Investor Purchase Limit Administrator) and shall be in integral multiples of €100,000 in excess thereof, in each case, with respect to each Purchaser Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, Day or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an InvestorAlternative Currency Purchase, the entire amount of initial Capital allocated to such Groupa Settlement Date), each such Related Bank’s portion thereof (determined ratably C) the currency denomination in accordance with its respective Bank Commitment)which the Funded Purchase is to be made, whether the Yield (D) for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group Funded Purchases being funded by a Purchaser other than through the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration issuance of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).Notes

Making Purchases. (a) Each purchase by any of the Investors CAFCO, CXXXXX or the Banks shall be made on at least one three Business Day’s Days’ notice from the Seller to the Program Agent that the Seller proposes to sell Receivables Interests hereunder; provided that no more than two purchases by CAFCO, CXXXXX and each Investor Agentthe Banks as a group shall be made in any one calendar month. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,0005,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iviii) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors CAFCO and CXXXXX have determined to make the requested a purchase and, if so, whether all of the terms specified by the Seller are acceptable to CAFCO and CXXXXX and the Investorsallocation of such purchase as between CAFCO and CXXXXX (which allocation shall be made on a ratable basis in accordance with the respective Investor Purchase Limits of CAFCO and CXXXXX, unless otherwise agreed by CAFCO and CXXXXX). If any Investor with respect to any Group has CAFCO and/or CXXXXX have determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investorpurchase, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest Interests being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be not funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank CommitmentCAFCO or CXXXXX), whether the Yield for the Fixed Period for such Receivable Interest Interests is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest Interests (which, in the case of any Group other than the Fifth Third Group, which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Investors or the Banks shall Purchased Interest hereunder may be made on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent (i) before 12:00 Noon New York City time on the requested Purchase Date for a Funded Purchase equal to or less than $50,000,000 and (ii) before 2:00 p.m. New York City time for all other Funded Purchases at least one (1) Business Day’s Day before the requested Purchase Date), which notice from shall specify: (A) in the Seller to the Program Agent and each Investor Agent. Each such notice case of a purchase shall specify Funded Purchase (i) other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each Purchaser Group (such amount, which which, with respect to Dollar Purchases, shall not be less than $1,000,000, being referred 300,000 (or such lesser amount as agreed to herein as by the initial “Capital” of the Receivable Interest then being purchased), (iiAdministrator) the allocation of such amount among each of the Groups (which and shall be proportional in integral multiples of $100,000 in excess thereof and, with respect to Alternative Currency Purchases, shall not be less than €300,000 (or such lesser amount as agreed to by the Investor Purchase Limit Administrator) and shall be in integral multiples of €100,000 in excess thereof, in each case, with respect to each Purchaser Group), (iiiB) the date of such purchase Funded Purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, Day or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group an Alternative Currency Purchase, a Settlement Date), (C) the currency denomination in which does not have an Investorthe Funded Purchase is to be made, (D) for Funded Purchases being funded by a Purchaser other than through the issuance of Notes (1) the type of Alternate Rate requested for such Funded Purchase and (2) if applicable, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Tranche Period for such Receivable Funded Purchase and (E) the pro forma calculation of the Purchased Interest is calculated after giving effect to the increase in the Aggregate Capital. Following receipt of a Purchase Notice, each Purchaser Agent will determine whether the Conduit Purchasers in its Purchase Group agree to make the purchase of the Purchaser Group’s Ratable Share of such Purchase. If the Conduit Purchasers in any Purchaser Group declines to make a proposed Purchase, the Purchaser Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Purchase Notice. In the absence of such a cancellation, the applicable Purchaser Group’s Ratable Share of the requested Purchase will be made by the Related Committed Purchasers in such Purchaser Group ratably based on their Ratable Shares. The Committed Purchasers in a Purchaser Group will not fund any portion of a Purchase unless the Eurodollar Rate (which, Conduit Purchasers in the case of any its Purchase Group other than the Fifth Third Group, may be selected only if have declined to fund such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period)portion.

Making Purchases. (a) Each purchase by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to any Participation of the Investors or the Banks any Purchaser hereunder shall be made on at least one Business Dayupon the Seller’s irrevocable written notice from in the Seller form of Annex A (a “Purchase Notice”) delivered to the Program Agent and each Investor AgentPurchaser Agent in accordance with Section 6.2 (which notice must be received by such Purchaser Agents prior to 2:00 p.m., Chicago time) on the Business Day immediately preceding the date of such proposed purchase. Each such notice of a any such proposed purchase shall specify (i) the desired amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (but not reinvestment under Section 1.4(c)) no later than the [*] day following the requested purchase date (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the aggregate Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount of Capital of Receivable Interest being purchased by such Related Banks payable as described in clause (which amount i) below, the Purchaser shall be equal obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business Day prior to such Deferred Purchase Date. Subject to the portion adjustment of the initial Capital requested purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by such Investora Deferring Purchaser. In addition, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest if there is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).a Deferring Purchaser: