Common use of Delayed Funding Clause in Contracts

Delayed Funding. Notwithstanding anything to the contrary in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to Section 1.2(a), and prior to the Purchase Date requested thereby, any Purchaser Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase Notification”) of its Purchaser Group’s intention to fund all or any portion of its Ratable Share of such Purchase on the Delayed Purchase Date rather than on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase Date, no Purchaser shall be obligated to, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) not later than three (3) Business Days prior to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.

Delayed Funding. Notwithstanding anything to If the contrary in this Agreement, at any time after any Seller Borrower delivers a Purchase notice in respect of a Receivable Pool request for an Advance pursuant to Section 1.2(a)2.02, and then the Lenders may, not later than 4:00 p.m., New York City time on the date that is one (1) Business Day prior to the Purchase Date requested therebyproposed Borrowing Date, any Purchaser Agent deliver a written notice (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase NotificationFunding Notice”, and the date of such delivery, the “Delayed Funding Notice Date”) to the Borrower of its Purchaser Group’s intention to fund all or any portion of its Ratable Share the Advance (such amount, the “Delayed Amount”) on a date (the date of such Purchase funding, the “Delayed Funding Date”) that is on or before the thirty-fifth (35th) day following the date of such request for an Advance (or if such day is not a Business Day, then on the Delayed Purchase Date next succeeding Business Day) rather than on the requested Purchase Borrowing Date; provided, however, that if Borrower receives a Delayed Funding Notice, the Borrower may revoke the related request for Advance by providing written notice thereof to the Administrative Agent. If any Purchaser Agent so A Lender that delivers a Delayed Purchase Notification Funding Notice with respect to a requested Purchase Date, no Purchaser any Borrowing Date shall be obligated to, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) not later than three (3) Business Days prior referred to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof herein as a “Delaying Lender” with respect to such Delayed Purchase Borrowing Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at . If the conditions to any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or Advance described in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein Section 3.02 are satisfied on the requested Borrowing Date, there shall be no conditions to the Lenders’ obligation to fund the requested amount on the related Delayed Funding Date. On each Delayed Funding Date, the Delaying Lender shall fund an aggregate amount equal to the Delayed Amount for such Delayed Purchase Funding Date. If any Purchaser Agent delivers No Unused Fee shall accrue on the Delayed Amount of such Delaying Lender’s Commitment. Each Lender agrees that, to the extent it is a Delayed Purchase Notification pursuant to this Section 1.2(i)Delaying Lender, such Purchaser Agent shall (i) concurrently with such delivery, deliver Lender will agree not to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements adversely select this transaction for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on with respect to an Advance as compared to other similar transactions requesting advances at such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereundertime.

Delayed Funding. Notwithstanding anything to the contrary in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to Section 1.2(a), and prior to the Purchase Date requested thereby, any Purchaser Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and Agent, the Servicer Servicer, and the Sellers in writing (such notice, a “Delayed Purchase Notification”) of its Purchaser Group’s intention to fund all or any portion of its Ratable Share of such Purchase on the Delayed Purchase Date rather than on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase Date, no Purchaser shall be obligated to, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) not later than three (3) Business Days prior to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent Agent, and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative AgentsAgent, the Purchaser Agents, the Purchasers Purchasers, and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.

Delayed Funding. Notwithstanding anything (1) Any Lender may, not later than two (2) Business Days before a requested Funding Date, deliver a written notice to the contrary in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to Section 1.2(a), Borrower and prior to the Purchase Date requested thereby, any Purchaser Administrative Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase NotificationDelaying Funding Notice”) of certifying that it is a Designated Delay Lender and its Purchaser Group’s intention to fund all its share of the requested Loans on a date that is on or any portion of its Ratable Share before the 35th day following the date of such Purchase on Funding Date (the Delayed Purchase Date “Delaying Funding Date”) rather than on the requested Purchase Funding Date. . (2) If any Purchaser Agent so delivers one or more Lenders deliver a Delayed Purchase Notification Delaying Funding Notice within the time frame described above (each, a “Delaying Lender”) with respect to a Loan and such request for a Loan is not revoked or modified by the Borrower pursuant to clause (3) below, then the Administrative Agent shall direct each Lender who is not a Delaying Lender (each, a “Non-Delaying Lender”) to advance an amount equal to such Non-Delaying Lender’s proportionate share (measured by the Commitments of such Non-Delaying Lenders) of the sum of the Delaying Lenders’ Pro Rata Shares of the requested Purchase Date, no Purchaser shall be obligated to, or shall, fund Loan (the related Purchase (or such Purchaser’s portion thereof) until the applicable “Delayed Purchase DateAmount”), and each Non-Delaying Lender shall fund its 47 (3) No later than two (2) Business Days before the Sellers may requested Funding Date and with respect to any Loan (an “Affected Borrowing”), the Borrower may, if the Borrower is unable to borrow the full amount of the requested Loan from Non-Delaying Lenders, either (i) not later than three (3) Business Days prior to such Delayed Purchase Daterevoke the related Funding Notice, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and reduce the amount of such partial reduction the Loan requested in the related Funding Notice to reflect the funding allocation of the Delaying Lenders. (4) The amount of any principal payment payable to a Delaying Lender between the Funding Date and the Delaying Funding Date shall instead be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause distributed as follows: (i) above following first, to each Non-Delaying Lenders, on a pro rata basis based on the portion of the Delayed Amount funded by each Non- Delaying Lender (such Non-Delaying Lender, the “Overfunding Lenders”), in an amount up to the portion of the Delayed Amount that was funded by such Overfunding Lender, (ii) second, to the Borrower, the amount of any Delayed Purchase NotificationAmount that was not funded by Non-Delaying Lender(s), all Purchaser Groups and (iii) third, to such Delaying Lender. (5) On each Delaying Funding Date, the related Delaying Lender shall fund their respective portions its Delayed Amount. A Delaying Lender that fully funds such Delayed Amount on or before the applicable Delaying Funding Date will not constitute a Defaulting Lender solely due to its failure to fund its share of the requested Loan on the requested Funding Date. Prior to a Delaying Lender funding its portion of any Delayed Amount, such Delaying Lender shall not be deemed to have advanced any portion of such Delayed Amount for purposes of interest or other calculations, and, prior to any reimbursement of such Delayed Amount, any Overfunding Lender shall be credited for such purposes with the principal amount of such Delayed Amount funded by such Overfunding Lender. A Delaying Lender that fails to fund its Delayed Amount on or before the Delaying Funding Date shall be classified as a Defaulting Lender. (6) Each Delaying Lender agrees that if the conditions to advance of a Loan were met as of the applicable Purchase Funding Date, there shall be no conditions whatsoever to its obligation to fund its portion of the Delayed Amount on the applicable Delayed Purchase Date (rather than related Delaying Funding Date, regardless of whether such conditions to advance are met on the Sellers’ originally requested Purchase Delaying Funding Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.

Delayed Funding. Notwithstanding anything to the contrary in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to Section 1.2(a), and prior to the Purchase Date requested thereby, any Purchaser Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase Notification”) of its Purchaser Group’s intention to fund all or any portion of its Ratable Share of such Purchase on the Delayed Purchase Date rather than on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase Date, no Purchaser shall be obligated to, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) not later than three (3) Business Days prior to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) 60 days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.

Delayed Funding. Notwithstanding (a) Any Designated Delay Funding Purchaser (or its related Managing Agent) may, after the Transferor delivers a Notice of Incremental Funding pursuant to Section 2.03(a), deliver a written notice (a “Delayed Funding Notice”, and the date of such delivery, the “Delayed Funding Notice Date”) not later than 3:00 p.m., New York City time, on the date that is two (2) Business Days prior to the proposed Incremental Funding Date; provided that notwithstanding anything to the contrary contained in this Agreement, at any upon receipt of a Delayed Funding Notice, the remaining Designated Delayed Funding Purchasers (or their related Managing Agents) shall have until 12:00 p.m. New York City time after any Seller on the following Business Day to deliver a Delayed Funding Notice for their respective Purchaser Groups. Each Delayed Funding Notice shall be delivered to the Transferor, with copies to the Servicer, the Administrative Agent and the Managing Agents for all other Purchaser Groups. Each Delayed Funding Notice shall indicate (A) the portion of the related Designated Delay Funding Purchaser’s share of the Incremental Funded Amount requested in such Notice of Incremental Funding which will be subject to delayed purchase (such amount, the “Designated Delayed Funding Amount”), (B) such Designated Delay Funding Purchaser’s Required Non-Delayed Funding Amount as of the proposed Incremental Funding Date and (C) if such Designated Delayed Funding Amount is greater than such Required Non-Delayed Funding Amount, specifying the portion, if any, of such excess (the “Delayed Amount” with respect to such Designated Delay Funding Purchaser and the related Incremental Funding Date) that it is electing to advance on a date (the date of such advance, the “Delayed Funding Date”) that is on or before the thirty-fifth (35th) day (or if such day is not a Business Day, then on the next succeeding Business Day) following the date of such Notice of Incremental Funding rather than on the proposed Incremental Funding Date. A Designated Delay Funding Purchaser that delivers a Purchase notice in Delayed Funding Notice specifying a Delayed Amount with respect to any Incremental Funding Date shall be referred to herein as a “Delaying Purchaser” with respect to such Incremental Funding Date, and any Purchaser Group containing a Delaying Purchaser shall be referred to as a “Delaying Purchaser Group” with respect to such Incremental Funding Date. By delivery of a Receivable Pool pursuant Delayed Funding Notice, a Designated Delay Funding Purchaser shall be deemed to Section 1.2(a), represent and prior warrant that the certifications previously provided to the Purchase Transferor by such Designated Delay Funding Purchaser (or its related Managing Agent) are true as of the Delayed Funding Notice Date. (b) If there are one or more Delaying Purchasers or Delaying Purchaser Groups with respect to a Incremental Funding Date, the Servicer on behalf of the Transferor may, by no later than 4:00 p.m., New York City time, on the Business Day preceding such Incremental Funding Date, request each Committed Purchaser that is not a Delaying Purchaser with respect to such Incremental Funding Date requested thereby(each, any Purchaser a “Non-Delaying Committed Purchaser”) and each Managing Agent (on behalf of the Purchasers in its related Purchasers) for each Purchaser Group that is not a Delaying Purchaser Group with respect to such Incremental Funding Date (each, a “Non-Delaying Purchaser Group”) to purchase an additional portion of the Incremental Funded Amount requested on such Incremental Funding Date that has delivered is equal to such Non-Delaying Committed Purchaser’s or such Non-Delaying Purchaser Group’s, as applicable, proportionate share (based upon their respective Commitments relative to the certifications sum of the respective Commitments of all Non-Delaying Committed Purchasers and all Non-Delaying Purchaser Groups with respect to such Incremental Funding Date) of the aggregate Delayed Amounts with respect to such Incremental Funding Date (each such Non-Delaying Committed Purchaser’s or Non-Delaying Purchaser Group’s additional portion of the related Incremental Funded Amount, the “Additional Increase Amount”). Subject to the fulfillment of the conditions set forth in Section 2.03 (determined in all cases as if the following paragraph may notify Delaying Purchasers and/or Delaying Purchaser Groups with respect to such Incremental Funding Date were purchasing their respective, aggregate Delayed Amounts with respect to such Incremental Funding Date on such date), (i) in the applicable Administrative Agentcase of a Non-Delaying Committed Purchaser, each such Non-Delaying Committed Purchaser Agent shall purchase the related Additional Increase Amount on the related Incremental Funding Date, and (ii) in the Servicer and the Sellers in writing (such notice, case of a “Delayed Purchase Notification”) of its Non-Delaying Purchaser Group’s intention , the Conduit Purchaser(s) in such Non-Delaying Purchaser Group may purchase the related Additional Increase Amount on the related Incremental Funding Date or, if any such Conduit Purchaser(s) fails to fund purchase all or any portion of its Ratable Share of such Purchase the related Additional Increase Amount on the Delayed Purchase Date rather than related Incremental Funding Date, each Committed Purchaser in such Non-Delaying Purchaser Group shall purchase all or the remaining portion, as applicable, of the related Additional Increase Amount on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase related Incremental Funding Date, no Purchaser shall be obligated toin each case, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, subject to and the Sellers may (i) not later than three (3) Business Days prior to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a2.03. (c) specifying If the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is additional amounts required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such purchased by the Non-Delaying Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers Non-Delaying Purchaser Groups under Section 2.02(b) are not sufficient to provide the aggregate amount requested by the Transferor in the related Notice of Incremental Funding, the Transferor may, without incurring any liability at its option, elect to any party hereto or any other Person, rely reduce the requested Incremental Funded Amount by that portion of the requested amount which will not be purchased by the Non-Delaying Committed Purchasers and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything Non-Delaying Purchaser Groups as Additional Increase Amounts by delivery to the contrary in this Agreement, for the avoidance of doubtDelaying Purchasers, the parties hereto hereby agree that this Section 1.2(i) Non-Delaying Committed Purchasers and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.their respective Managing Agents of an updated

Delayed Funding. Notwithstanding anything to the contrary in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to Section 1.2(a), and prior to the Purchase Date requested thereby, any Purchaser Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and Agent, the Servicer Servicer, and the Sellers in writing (such notice, a “Delayed Purchase Notification”) of its Purchaser Group’s intention to fund all or any portion of its Ratable Share of such Purchase on the Delayed Purchase Date rather than on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase Date, no Purchaser shall be obligated to, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) not later than three two (32) Business Days prior to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third second (3rd2nd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent Agent, and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative AgentsAgent, the Purchaser Agents, the Purchasers Purchasers, and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.

Delayed Funding. Notwithstanding anything to The Borrower and the contrary Lenders agree that the requested Loans shall be funded in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to accordance with Section 1.2(a), and prior to 2.3 on the Purchase Borrowing Date requested thereby, any Purchaser Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth specified in the following paragraph may notify the applicable Administrative AgentBorrowing Request unless, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase Notification”) of its Purchaser Group’s intention to fund all or any portion of its Ratable Share of such Purchase on the Delayed Purchase Date rather than on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase Date, no Purchaser shall be obligated to, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) not later if such Borrowing Request is delivered more than three two (32) Business Days prior to such Delayed Purchase the requested Borrowing Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses within one (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd1) Business Day preceding after the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of Borrower delivers such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, Borrowing Request and (ii) not less than sixty if such Borrowing Request is delivered two (602) days Business Days prior to delivering its first the requested Borrowing Date, not later than 12:00 noon (Atlanta time) on the Business Day after the Borrower delivers such Borrowing Request, any Lender (any such Lender, a “Delayed Purchase Notification hereunder, deliver to Funding Lender”) notifies the applicable Administrative Agent, Borrower and each Purchaser Agent and the Servicer other party hereto in writing (on behalf of the Sellersa “Delayed Funding Notice”) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required charges relating to comply with a the “liquidity coverage ratio” (including as set forth in “under Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts III have been and are being recognized on such Committed PurchaserDelayed Funding Lender’s (or its holding company’s) capital requirements for holding commitments, interests or obligations hereunder and (y) implementing such Delayed Funding Lender intends to fund its Pro Rata Share of the delayed funding mechanics provided Advance so requested (the “Delayed Loan Amount”) on a date specified in this Section reduces writing that is on or before the negative impact on thirty-fifth (35th) day following the date of such “liquidity coverage ratio” on such Committed Purchaser’s Borrowing Request (or its holding company’sif such day is not a Business Day, then on the next succeeding Business Day) regulatory capital requirements. The Administrative Agents(the “Delayed Funding Date”) rather than on the Borrowing Date requested in the Borrowing Request, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability Delayed Funding Date shall automatically be deemed to any party hereto or any other Person, rely and act upon be the foregoing certifications and any Borrowing Date related to such Borrowing Request with respect to such Delayed Purchase Notification without further investigation or inquiryFunding Lender. Notwithstanding anything to the contrary in this Agreement, for For the avoidance of doubt, the parties hereto hereby agree Borrower acknowledges and agrees that this Section 1.2(ithe “charges” provided for in the Delayed Funding Notice pursuant to clause (x) above may be external charges incurred by the Delayed Funding Lender or internal charges incurred by any business of the Delayed Funding Lender’s interests or obligations hereunder. Upon receipt of a Delayed Funding Notice, the Borrower may revoke the related Borrowing Request in whole by 4:00 p.m. (Atlanta time) on the Business Day on which the Borrower receives the Delayed Funding Notice; provided, however that failure by the Borrower to revoke the related Borrowing Request as provided above shall be deemed an acceptance of the Delayed Funding Date. Should the Borrower revoke the Borrowing Request, such revocation shall be without cost to the Borrower and the delayed funding mechanism described herein Administrator and the Lenders shall not apply be entitled to Reinvestments permitted hereunderdamages, compensation or indemnity from the Borrower due to such revocation. For the avoidance of doubt, (i) each Lender that is not a Delayed Funding Lender shall be obligated to fund its Pro Rata Share of the requested Advance in accordance with Section 2.3, (ii) the applicable Delayed Loan Amount shall not be taken into account in the determination of a Delayed Funding Lender’s Credit Exposure until such time as the Delayed Funding Lender shall have funded the Delayed Loan Amount, and (iii) so long as the conditions precedent set forth in Article VII with respect to the requested Advance were satisfied on the related Borrowing Date, the Delayed Funding Lender shall be required to fund the Delayed Loan Amount irrespective of whether the Borrower would be able to satisfy the conditions precedent set forth in Article VII to an Advance on such Delayed Funding Date. No Delayed Funding Lender shall be considered to be in default of its obligation to fund its Delayed Loan Amount hereunder unless and until it has failed to fund the Delayed Loan Amount on or before the Delayed Funding Date.

Delayed Funding. Notwithstanding anything (1) Any Lender may, not later than two (2) Business Days before a requested Funding Date, deliver a written notice to the contrary in this Agreement, at any time after any Seller delivers a Purchase notice in respect of a Receivable Pool pursuant to Section 1.2(a), Borrower and prior to the Purchase Date requested thereby, any Purchaser Administrative Agent (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase NotificationDelaying Funding Notice”) of certifying that it is a Designated Delay Lender and its Purchaser Group’s intention to fund all its share of the requested Loans on a date that is on or any portion of its Ratable Share before the 35th day following the date of such Purchase on Funding Date (the Delayed Purchase Date “Delaying Funding Date”) rather than on the requested Purchase Funding Date. . (2) If any Purchaser Agent so delivers one or more Lenders deliver a Delayed Purchase Notification Delaying Funding Notice within the time frame described above (each, a “Delaying Lender”) with respect to a Loan and such request for a Loan is not revoked or modified by the Borrower pursuant to clause (3) below, then the Administrative Agent shall direct each Lender who is not a Delaying Lender (each, a “Non-Delaying Lender”) to advance an amount equal to such Non-Delaying Lender’s proportionate share (measured by the Commitments of such Non-Delaying Lenders) of the sum of the Delaying Lenders’ Pro Rata Shares of the requested Purchase Date, no Purchaser shall be obligated to, or shall, fund Loan (the related Purchase (or such Purchaser’s portion thereof) until the applicable “Delayed Purchase DateAmount”), and each Non-Delaying Lender shall fund its proportionate share of the Sellers may Delayed Amount; provided, however, that a Non- Delaying Lender shall not have any obligation to fund in excess of its Availability. (3) No later than two (2) Business Days before the requested Funding Date and with respect to any Loan (an “Affected Borrowing”), the Borrower may, if the Borrower is unable to borrow the full amount of the requested Loan from Non-Delaying Lenders, either (i) not later than three (3) Business Days prior to such Delayed Purchase Daterevoke the related Funding Notice, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and reduce the amount of such partial reduction the Loan requested in the related Funding Notice to reflect the funding allocation of the Delaying Lenders. (4) The amount of any principal payment payable to a Delaying Lender between the Funding Date and the Delaying Funding Date shall instead be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause distributed as follows: (i) above following first, to each Non-Delaying Lenders, on a pro rata basis based on the portion of the Delayed Amount funded by each Non- Delaying Lender (such Non-Delaying Lender, the “Overfunding Lenders”), in an amount up to the portion of the Delayed Amount that was funded by such Overfunding Lender, (ii) second, to the Borrower, the amount of any Delayed Purchase NotificationAmount that was not funded by Non-Delaying Lender(s), all Purchaser Groups and (iii) third, to such Delaying Lender. (5) On each Delaying Funding Date, the related Delaying Lender shall fund their respective portions its Delayed Amount. A Delaying Lender that fully funds such Delayed Amount on or before the applicable Delaying Funding Date will not constitute a Defaulting Lender solely due to its failure to fund its share of the requested Loan on the requested Funding Date. Prior to a Delaying Lender funding its portion of any Delayed Amount, such Delaying Lender shall not be deemed to have advanced any portion of such Delayed Amount (6) Each Delaying Lender agrees that if the conditions to advance of a Loan were met as of the applicable Purchase Funding Date, there shall be no conditions whatsoever to its obligation to fund its portion of the Delayed Amount on the applicable Delayed Purchase Date (rather than related Delaying Funding Date, regardless of whether such conditions to advance are met on the Sellers’ originally requested Purchase Delaying Funding Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunder.

Delayed Funding. Notwithstanding [Reserved]. (a) Any Designated Delay Funding Purchaser (or its related Managing Agent) may, after the Transferor delivers a Notice of Incremental Funding pursuant to Section 2.03(a), deliver a written notice (a “Delayed Funding Notice”, and the date of such delivery, the “Delayed Funding Notice Date”) not later than 3:00 p.m., New York City time, on the date that is two (2) Business Days prior to the proposed Incremental Funding Date; provided that notwithstanding anything to the contrary contained in this Agreement, at any upon receipt of a Delayed Funding Notice, the remaining Designated Delayed Funding Purchasers (or their related Managing Agents) shall have until 12:00 p.m. New York City time after any Seller on the following Business Day to deliver a Delayed Funding Notice for their respective Purchaser Groups. Each Delayed Funding Notice shall be delivered to the Transferor, with copies to the Servicer, the Administrative Agent and the Managing Agents for all other Purchaser Groups. Each Delayed Funding Notice shall indicate (A) the portion of the related Designated Delay Funding Purchaser’s share of the Incremental Funded Amount requested in such Notice of Incremental Funding which will be subject to delayed purchase (such amount, the “Designated Delayed Funding Amount”), (B) such Designated Delay Funding Purchaser’s Required Non-Delayed Funding Amount as of the proposed Incremental Funding Date and (C) if such Designated Delayed Funding Amount is greater than such Required Non-Delayed Funding Amount, specifying the portion, if any, of such excess (the “Delayed Amount” with respect to such Designated Delay Funding Purchaser and the related Incremental Funding Date) that it is electing to advance on a date (the date of such advance, the “Delayed Funding Date”) that is on or before the thirty-fifth (35th) day (or if such day is not a Business Day, then on the next succeeding Business Day) following the date of such Notice of Incremental Funding rather than on the proposed Incremental Funding Date. A Designated Delay Funding Purchaser that delivers a Purchase notice in Delayed Funding Notice specifying a Delayed Amount with respect to any Incremental Funding Date shall be referred to herein as a “Delaying Purchaser” with respect to such Incremental Funding Date, and any Purchaser Group containing a Delaying Purchaser shall be referred to as a “Delaying Purchaser Group” with respect to such Incremental Funding Date. By delivery of a Receivable Pool pursuant Delayed Funding Notice, a Designated Delay Funding Purchaser shall be deemed to Section 1.2(a), represent and prior warrant that the certifications previously provided to the Purchase Transferor by such Designated Delay Funding Purchaser (or its related Managing Agent) are true as of the Delayed Funding Notice Date. (b) If there are one or more Delaying Purchasers or Delaying Purchaser Groups with respect to a Incremental Funding Date, the Servicer on behalf of the Transferor may, by no later than 4:00 p.m., New York City time, on the Business Day preceding such Incremental Funding Date, request each Committed Purchaser that is not a Delaying Purchaser with respect to such Incremental Funding Date requested thereby(each, any Purchaser a “Non-Delaying Committed Purchaser”) and each Managing Agent (on behalf of the Purchasers in its related Purchasers) for each Purchaser Group that is not a Delaying Purchaser Group with respect to such Incremental Funding Date (each, a “Non-Delaying Purchaser Group”) to purchase an additional portion of the Incremental Funded Amount requested on such Incremental Funding Date that has delivered is equal to such Non-Delaying Committed Purchaser’s or such Non-Delaying Purchaser Group’s, as applicable, proportionate share (based upon their respective Commitments relative to the certifications sum of the respective Commitments of all Non-Delaying Committed Purchasers and all Non-Delaying Purchaser Groups with respect to such Incremental Funding Date) of the aggregate Delayed Amounts with respect to such Incremental Funding Date (each such Non-Delaying Committed Purchaser’s or Non-Delaying Purchaser Group’s additional portion of the related Incremental Funded Amount, the “Additional Increase Amount”). Subject to the fulfillment of the conditions set forth in Section 2.03 (determined in all cases as if the following paragraph may notify Delaying Purchasers and/or Delaying Purchaser Groups with respect to such Incremental Funding Date were purchasing their respective, aggregate Delayed Amounts with respect to such Incremental Funding Date on such date), (i) in the applicable Administrative Agentcase of a Non-Delaying Committed Purchaser, each such Non-Delaying Committed Purchaser Agent shall purchase the related Additional Increase Amount on the related Incremental Funding Date, and (ii) in the Servicer and the Sellers in writing (such notice, case of a “Delayed Purchase Notification”) of its Non-Delaying Purchaser Group’s intention , the Conduit Purchaser(s) in such Non-Delaying Purchaser Group may purchase the related Additional Increase Amount on the related Incremental Funding Date or, if any such Conduit Purchaser(s) fails to fund purchase all or any portion of its Ratable Share of such Purchase the related Additional Increase Amount on the Delayed Purchase Date rather than related Incremental Funding Date, each Committed Purchaser in such Non-Delaying Purchaser Group shall purchase all or the remaining portion, as applicable, of the related Additional Increase Amount on the requested Purchase Date. If any Purchaser Agent so delivers a Delayed Purchase Notification with respect to a requested Purchase related Incremental Funding Date, no Purchaser shall be obligated toin each case, or shall, fund the related Purchase (or such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, subject to and the Sellers may (i) not later than three (3) Business Days prior to such Delayed Purchase Date, deliver an updated Purchase notice to the applicable Administrative Agent in accordance with Section 1.2(a2.03. (c) specifying If the information additional amounts required to be purchased by the Non-Delaying Committed Purchasers and the Non-Delaying Purchaser Groups under Section 2.02(b) are not sufficient to provide the aggregate amount requested by the Transferor in the related Notice of Incremental Funding, the Transferor may, at its option, elect to reduce the requested Incremental Funded Amount by that portion of the requested amount which will not be purchased by the Non-Delaying Committed Purchasers and the Non-Delaying Purchaser Groups as Additional Increase Amounts by delivery to the Delaying Purchasers, the Non-Delaying Committed Purchasers and their respective Managing Agents of an updated Notice of Incremental Funding. If the Transferor reduces the requested Incremental Funded Amount by delivering an updated Notice of Incremental Funding, subject to the fulfillment of the applicable conditions set forth in clauses Section 2.03, the Non-Delaying Committed Purchasers and the Non-Delaying Purchaser Groups shall purchase the related Additional Increase Amounts (in all cases as recalculated following the delivery of the updated Notice of Incremental Funding) in the manner set forth under Section 2.02(b) on the Business Day following the delivery of such updated Notice of Incremental Funding. If the Transferor reduces the requested Incremental Funded Amount in an updated Notice of Incremental Funding, each Delaying Purchaser with respect to the related Incremental Funding Date shall automatically have (A) through its related Designated Delayed Funding Amount decreased by the same percentage that the Incremental Funded Amount is decreased between the original Notice of Incremental Funding and the updated Notice of Incremental Funding and (CB) thereof its related Delayed Amount decreased to equal the amount, if any, by which such revised Designated Delayed Funding Amount is greater than such Designated Delay Funding Purchaser’s Required Non-Delayed Funding Amount with respect to such Delayed Purchase Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Incremental Funding Date. If any the Transferor does not elect to reduce the requested Incremental Funded Amount by an amount such that the additional amounts required to be purchased by the Non-Delaying Committed Purchasers and the Non-Delaying Purchaser Agent delivers a Groups under Section 2.02(b) are sufficient to provide the aggregate amount requested by the Transferor in the related Notice of Incremental Funding, then the excess of the Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently Amounts with such delivery, deliver respect to the applicable Administrative Agent, each Purchaser Agent and related Incremental Funding Date over the Sellers a certification by such Purchaser Agent or aggregate Additional Increase Amounts with respect to the Committed Purchaser in its Purchaser Group certifying related Incremental Funding Date will be treated as Delayed Funding Shortfall Amounts that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are will be subject to comparable funding levels) by the related Delaying Committed Purchasers or Delaying Purchaser Groups, as applicable, on the related Delayed Funding Date in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser (or its holding company) is required to comply with a “liquidity coverage ratio” (including as manner set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdictionSection 2.02(d) which negatively impacts such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiry. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the parties hereto hereby agree that this Section 1.2(i) and the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunderbelow.

Delayed Funding. Notwithstanding anything to the contrary in this Agreementforegoing, at any time after any the Seller delivers a Purchase notice in respect of a Receivable Pool Notice pursuant to Section 1.2(a), and any Related 3 Armstrong –9th RPA Amendment Committed Purchaser (or the related Conduit Purchaser) may, not later than the date that is one (1) Business Day prior to the requested Purchase Date requested therebyDate, any Purchaser Agent deliver a written notice (on behalf of the Purchasers in its Purchaser Group) that has delivered the certifications set forth in the following paragraph may notify the applicable Administrative Agent, each Purchaser Agent and the Servicer and the Sellers in writing (such notice, a “Delayed Purchase NotificationFunding Notice”, and the date of such delivery, the “Delayed Funding Notice Date”) to the Seller and the Administrative Agent of its Purchaser Group’s intention to fund all or any portion its share of its Ratable Share the requested Purchase (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Funding Date”) that is on or before the thirty-fifth (35th) day following the requested Purchase Date (or if such day is not a Business Day, then on the Delayed Purchase Date next succeeding Business Day) rather than on the requested Purchase Date. If In the event that any Related Committed Purchaser Agent so (or the related Conduit Purchaser) delivers a Delayed Purchase Notification with respect Funding Notice, the Seller may, at any time by written notice to a requested Purchase Datethe Administrative Agent and the Conduit Purchaser, no Purchaser shall be obligated to, or shall, fund revoke the related Purchase (Notice in whole or in part; provided that such Purchaser’s portion thereof) until the applicable Delayed Purchase Date, and the Sellers may (i) notice of revocation shall be not be delivered later than three (3) Business Days prior to the related Delayed Funding Date and, in the case of a partial revocation, shall not reduce the aggregate amount of the Purchases requested by such Purchase Request to an amount less than $1,000,000. Any Related Committed Purchaser that delivers a Delayed Funding Notice with respect to any Purchase Date, deliver an updated Purchase notice shall be referred to the applicable Administrative Agent in accordance with Section 1.2(a) specifying the information set forth in clauses (A) through (C) thereof herein as a “Delaying Purchaser” with respect to such Purchase, and any Group containing a Delaying Purchaser shall be referred to as a “Delaying Group” with respect to such Purchase. On each Delayed Purchase Funding Date, and such Delayed Purchase Date shall constitute a Purchase Date for all purposes hereof or (ii) at any time prior to the third (3rd) Business Day preceding the Delayed Purchase Date, rescind the Purchase notice partially or in its entirety (and if partially, pro rata among the Purchaser Groups in accordance with the terms of this Agreement and the amount of such partial reduction shall be an amount at least equal to $10,000,000 for any Purchase and in integral multiples of $100,000 in excess thereof). In the event the Sellers comply with clause (i) above following any Delayed Purchase Notification, all Purchaser Groups shall fund their respective portions of the applicable Purchase on the applicable Delayed Purchase Date (rather than on the Sellers’ originally requested Purchase Date) so long as all conditions precedent to Purchases set forth herein are satisfied on such Delayed Purchase Date. If any Purchaser Agent delivers a Delayed Purchase Notification pursuant to this Section 1.2(i), such Purchaser Agent shall (i) concurrently with such delivery, deliver to the applicable Administrative Agent, each Purchaser Agent and the Sellers a certification by such Purchaser Agent or the Related Committed Purchaser in its Purchaser each Delaying Group certifying that such Committed Purchaser intends to take similar action in other substantially similar purchase or financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role, and (ii) not less than sixty (60) days prior to delivering its first Delayed Purchase Notification hereunder, deliver to the applicable Administrative Agent, each Purchaser Agent and the Servicer (on behalf of the Sellers) a certification by such Purchaser Agent or the Committed Purchaser in its Purchaser Group certifying that (x) such Committed Purchaser shall fund (or shall cause its holding companyrelated Conduit Purchaser to fund) is required an aggregate amount equal to comply with a “liquidity coverage ratio” (including as set forth in “Basel III” or as “Basel III” or portions thereof may be adopted in any particular jurisdiction) which negatively impacts its Delayed Amount for such Committed Purchaser’s (or its holding company’s) capital requirements for holding interests or obligations hereunder and (y) implementing the delayed funding mechanics provided in this Section reduces the negative impact on such “liquidity coverage ratio” on such Committed Purchaser’s (or its holding company’s) regulatory capital requirements. The Administrative Agents, the Purchaser Agents, the Purchasers and the Sellers may, without incurring any liability to any party hereto or any other Person, rely and act upon the foregoing certifications and any related Delayed Purchase Notification without further investigation or inquiryFunding Date. Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Transaction Document, for a Delaying Purchaser that (i) has timely delivered a Delayed Funding Notice to the avoidance Seller with respect to any Purchase and (ii) funds its full share of doubt, such Purchase on or before the parties hereto hereby agree that applicable Delayed Funding Date will not be deemed to be in default under this Section 1.2(i) and Agreement solely due to its failure to fund its share of such Purchase on the delayed funding mechanism described herein shall not apply to Reinvestments permitted hereunderdate requested by the Seller.