Common use of Incremental Fundings Clause in Contracts

Incremental Fundings. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture Supplement, from time to time, pursuant to Section 4.09 of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit Purchaser, and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related Conduit Purchaser elects not to make an Incremental Funding, the related Committed Purchaser and its permitted assigns severally agree to make their respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, its Purchaser Percentage of the Class A Note Principal Balance would exceed its Purchaser Percentage of the Class A Note Maximum Principal Balance. (b) Except as otherwise provided in this Section 2.03(b), all purchases of Incremental Fundings under this Note Purchase Agreement shall be made by the Purchasers simultaneously and proportionately based on the respective Purchaser Percentage of such Purchaser’s Purchaser Group, it being understood that no Purchaser shall be responsible for any default by any other Purchaser with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, any Purchaser defaults in the performance of its obligations under this Note Purchase Agreement and fails to take up and pay for the amount of any Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunder.

Incremental Fundings. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture Supplementother Transaction Documents (including, without limitation, Section 4.01(c)), from time to timetime prior to the Funding Period Expiration Date (and in any event not later than the Facility Termination Date) upon receipt by the Agent of a Notice of Funding, pursuant to Section 4.09 of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit PurchaserInvestors (ratably based on their respective Funding Limits), and in the sole and absolute discretion of the related Conduit Purchaser, may shall make Incremental Fundings to the Seller in the amounts so requested in any such Notice of Funding (but in no event shall the Funded Amount after giving effect to such Incremental Funding exceed the Maximum Net Investment) within 5 (five) Business Days of receipt of such Notice of Funding or on such date as specified in such Notice of Funding and (ii) if the related Conduit Purchaser elects not upon such request, each Investor severally agrees to make an Incremental Funding, available to the related Committed Purchaser and Agent the amount necessary to fund its permitted assigns severally agree to make their respective Purchaser Percentages ratable portion of such Incremental Funding; provided, however, that no Committed Purchaser neither the Agent nor any Investor shall be required to make a fund any portion of any Incremental Funding exceeding its Funding Limit if, after giving effect thereto, its Purchaser Percentage ratable share of the Class A Note Principal Balance Funded Amount would exceed its Purchaser Percentage Funding Limit. Notwithstanding anything to the contrary herein, in no event shall any Conduit Investor be committed or obligated to make any funding under Section 2.01(a) or (b). In the event any such Conduit Investor elects (in its sole discretion) not to make any funding in respect of the Class A Note Maximum Principal Balance. (b) Except as otherwise provided in this Section 2.03(b), all purchases of Incremental Fundings under this Note Purchase Agreement shall be made by the Purchasers simultaneously and proportionately based on the respective Purchaser Percentage of such Purchaser’s Purchaser Group, it being understood that no Purchaser shall be responsible for Initial Invested Amount or any default by any other Purchaser with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, any Purchaser defaults in the performance of its obligations under this Note Purchase Agreement and fails to take up and pay for the amount of any Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase AgreementSubsequent Invested Amount, then the non-defaulting Purchasers mayCommitted Investor relating to such Conduit Investor shall, but shall subject to all of the other terms and conditions set forth herein (including Article IV), make the funding that which the related Conduit Investor elected not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunderfund.

Incremental Fundings. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture Supplement, from time to time, pursuant time prior to Section 4.09 the Purchase Expiration Date upon receipt by the Administrative Agent (with a copy to each Managing Agent) of the Indenture Supplementa Notice of Incremental Funding, (i) the each Managing Agent, on behalf of the related Conduit PurchaserPurchaser in its Purchaser Group, and in the sole and absolute discretion of the related each such Conduit Purchaser, may make Incremental Fundings and (ii) if the related a Conduit Purchaser elects not to make an Incremental Funding, the related each Committed Purchaser and its permitted assigns in such Conduit Purchaser’s Purchaser Group severally agree agrees to make their its respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Purchaser Percentage of the Class A Note Principal Balance Funded Amount hereunder would exceed its Commitment or (B) its Funded Amount hereunder plus the aggregate funding made by such Committed Purchaser Percentage of the Class A Note Maximum Principal Balanceas a Liquidity Purchaser under its Asset Purchase Agreement would exceed its Commitment. (b) Except as otherwise provided in this Section 2.03(b), all purchases of Each Incremental Fundings under this Note Purchase Agreement Funding hereunder shall be made subject to the further conditions precedent that: (i) The Administrative Agent (with a copy to each Managing Agent) will have received copies of all settlement statements and all reports required to be delivered by the Purchasers simultaneously Servicer pursuant to Section 3.13 of the Indenture Supplement; (ii) Each of the representations and proportionately based on warranties of the respective Purchaser Percentage of such Purchaser’s Purchaser GroupIssuer, it being understood that no Purchaser the Seller and the Servicer made in the Series Documents shall be responsible for any default by any other Purchaser true and correct in all material respects as of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Seller, the Servicer, the Master Trust and the Issuer shall be in compliance in all material respects with respect all of their respective covenants contained in the Series Documents; (iv) No Early Redemption Event shall have occurred and be continuing; (v) The Series 2010-VFN Overcollateralization Amount shall be at least equal to the Series 2010-VFN Target Overcollateralization Amount (calculated on a pro forma basis after giving effect to such other PurchaserIncremental Funding); (vi) The Seller’s obligation Invested Amount shall be at least equal to purchase an the Minimum Seller’s Invested Amount (after giving effect to such Incremental Funding hereunder. If, on any Funding); (vii) At least three Business Days prior to the Incremental Funding Date, any Purchaser defaults the Administrative Agent (with a copy to each Managing Agent) shall have received a completed Notice of Incremental Funding; (viii) The amount on deposit in the performance Series 2010-VFN Spread Account shall be at least equal to the Spread Account Required Amount; and (ix) The available commitments of its obligations the Liquidity Purchasers under this Note their Asset Purchase Agreement and fails to take up and pay the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of each Conduit Purchaser shall be in the amounts required to maintain the then-current ratings of such Conduit Purchaser’s CP Notes. (c) Each Incremental Funding shall be requested in a minimum principal amount of any $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided, that an Incremental Funding agreed may be requested in the entire remaining Maximum Funded Amount (even if such amount is less than $5,000,000). (d) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to the Seller’s account no. 000-0-00000, titled “NFC Proceeds Deposit Account,” ABA# 000-000-000, maintained at JPMorgan Chase Bank, N.A. (or such Purchaser other account as may from time to time be purchased under specified by the Seller in a notice to the Administrative Agent (with a copy to each Managing Agent)). (e) Subject to the other provisions of this Note Purchase Agreement, then the non-defaulting Purchasers may, but Incremental Funded Amounts shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against allocated between the Purchaser as Groups on a result of any default by the Purchaser hereunderpro rata basis.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture SupplementTransferor may, from time to time, pursuant on any date during the Revolving Period, request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, such Committed Purchaser shall make such Incremental Funding; and to the extent an Ownership Group includes one or more Conduit Purchasers, each Conduit Purchaser in such Ownership Group may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental FundingFunding instead; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group, High Cost Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.15, Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. 740293053.3 21668437 The aggregate minimum amount of any Incremental Funding shall be equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based T-Mobile PCS Holdings, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Amendment and Restatement Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (c) (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, and any Ownership Group containing a Delaying Purchaser defaults in the performance of its obligations under this Note Purchase Agreement and fails shall be referred to take up and pay for the amount of any Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunder“Delaying Ownership Group” with respect to such Funding Date.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, the Committed Purchaser shall make such Incremental Funding; and each Conduit Purchaser may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir T-Mobile (EIP) Third A&R RPAA related Ownership Groups. The amount of any Incremental Funding shall be in an aggregate minimum amount equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Original Closing Date or the 2016 Amendment Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other PurchaserFunding Date, and any Ownership Group containing a Delaying Purchaser shall be referred to as a “Delaying Ownership Group” with respect to such Funding Date. (ii) If one or more Delaying Purchasers timely deliver Delayed Purchase Notices with respect to any Funding Date, the Administrative Agent shall, by no later than 12:00 p.m. (New York time), on the Combined Business Day preceding such Funding Date, request the Owners in T-Mobile (EIP) Third A&R RPAA each Ownership Group that is not a Delaying Ownership Group with respect to such Funding Date (each a “Non-Delaying Ownership Group”) to fund an additional portion of the related Incremental Funding on such Funding Date, equal to such Non-Delaying Ownership Group’s proportionate share (based upon its respective Ownership Group Purchase Limit relative to the sum of the Ownership Group Purchase Limits for all Non-Delaying Ownership Groups) of the aggregate Delayed Amount with respect to such Funding Date (not to exceed such Non-Delaying Ownership Group’s Ownership Group Purchase Limit). Each Non-Delaying Ownership Group shall use commercially reasonable efforts to fund such portion of the aggregate Delayed Amount with respect to such Funding Date, on the requested Funding Date, but in any event shall fund such amount, not later than two (2) Combined Business Days after such requested Funding Date. For the avoidance of doubt, each Non-Delaying Ownership Group’s obligation to purchase an Incremental Funding hereunder. Iffund any portion of the aggregate Delayed Amount under this Section 2.2(c)(ii) shall, on any Incremental Funding Dateas contemplated in Section 2.2(b), any Purchaser defaults be subject to satisfaction of each of the conditions precedent set forth in Section 2.2(b) and Section 4.2, and shall be subject to the limits set forth in Section 2.2(a). (iii) If the additional amounts to be funded by the Non-Delaying Ownership Groups under Section 2.2(c)(ii) are not sufficient to provide the aggregate amount requested by the Transferor in the performance of its obligations under this Note Purchase Agreement and fails to take up and pay for related Funding Notice, the Transferor may (x) revoke the related Funding Notice or (y) reduce the amount of any the requested Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have prompt written notice to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunderAdministrative Agent following such determination.

Incremental Fundings. (a) Subject to Each Series 2001-1 Certificateholder agrees, by acceptance of its Series 2001-1 Certificate, that the terms and conditions of this Note Purchase Agreement and the Indenture SupplementTransferor may, from time to timetime no more frequently than one time per month prior to the Amortization Period Commencement Date, pursuant to Section 4.09 upon satisfaction of the Indenture Supplementconditions set forth in Section 2.03 of the Certificate Purchase Agreement, require that the related Series 2001-1 Certificateholder make Incremental Fundings. On each Incremental Funding Date, the Invested Amount (iand each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated to include the Incremental Fundings with respect to the Series 2001-1 Certificates. On the Business Day immediately after the Incremental Funding Date, the Administrative Agent shall report to the Transferor and the Trustee the amount of the Incremental Funding made by the Series 2001-1 Certificateholders. (b) Each Series 2001-1 Certificateholder shall make its share of the Incremental Funding available in accordance with the Certificate Purchase Agreement. In no event shall any Incremental Funding be made if and to the extent that the Invested Amount of all Ownership Groups (after giving effect to those Incremental Fundings which are made on the applicable Incremental Funding Date) would exceed the Commitment Amount. The Administrative Agent, on behalf of the related Conduit PurchaserSeries 2001-1 Certificateholders, and shall wire transfer the Incremental Funding in accordance with the sole and absolute discretion of Certificate Purchase Agreement. (c) If the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related Conduit Purchaser elects not to Series 2001-1 Certificateholders make an Incremental Funding, the related Committed Purchaser and its permitted assigns severally agree to make their respective Purchaser Percentages then in consideration of such Incremental Funding; provided, howeverthe Servicer shall appropriately note such Incremental Funding on the related Daily Report. (d) Subject to the provisions of subsections (b) and (c), that the failure of any Series 2001-1 -34- Certificateholder to make any Incremental Funding in accordance with this Section 8 and the Certificate Purchase Agreement shall not in itself relieve any other Series 2001-1 Certificateholder of its obligation to make any Incremental Funding. Notwithstanding any provision to the contrary contained in this Section 8, no Committed Purchaser Series 2001-1 Certificateholder shall be required to make a portion of any Incremental Funding if, after giving effect thereto, its Purchaser Percentage of unless the Class A Note Principal Balance would exceed its Purchaser Percentage of conditions to such Incremental Funding contained in the Class A Note Maximum Principal BalanceCertificate Purchase Agreement have been satisfied or waived. (be) Except as otherwise provided in this Section 2.03(b), all purchases of Incremental Fundings under this Note Purchase Agreement Each Series 2001-1 Certificateholder shall be made by the Purchasers simultaneously and proportionately based is hereby authorized to record on the respective Purchaser Percentage of grid attached to its Series 2001-1 Certificate (or at such PurchaserSeries 2001-1 Certificateholder’s Purchaser Groupoption, it being understood that no Purchaser shall be responsible for any default by any other Purchaser with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, any Purchaser defaults in its internal books and records) the performance of its obligations under this Note Purchase Agreement date and fails to take up and pay for the amount of any Incremental Funding agreed made by it, and each repayment thereof; provided that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Series 2001-1 Certificateholder’s rights with respect to its Invested Amount and its right to receive interest payments in respect of the Invested Amount held by such Purchaser to be purchased under this Note Purchase Agreement, then the nonSeries 2001-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunder1 Certificateholder.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, the Committed Purchaser shall make such Incremental Funding; and each Conduit Purchaser may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. The amount of any Incremental Funding shall be in an aggregate minimum amount equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (c) (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice”, and the date of such delivery, the “Delayed Purchase Notice Date”) to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, and any Ownership Group containing a Delaying Purchaser defaults in the performance of its obligations under this Note Purchase Agreement and fails shall be referred to take up and pay for the amount of any Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunder“Delaying Ownership Group” with respect to such Funding Date.

Incremental Fundings. (a) Subject Each Managing Agent severally agrees, on behalf of its Ownership Group, to make Incremental Fundings, in each case, pro rata based on the terms and conditions respective Applicable Pro Rata Share of this Note Purchase Agreement and the Indenture Supplementits related Ownership Group, from time to timetime until the Amortization Period Commencement Date upon satisfaction, pursuant to Section 4.09 as of the Indenture Supplementapplicable Incremental Funding Date, of each of the following conditions: (i) The Administrative Agent shall have received copies of all reports and other items required to be delivered by the Agent, on behalf Servicer to the Trustee pursuant to the Pooling and Servicing Agreement and the Series 2001-1 Supplement (it being understood that the Administrative Agent shall deliver a copy of all such reports and other items to the Conduit Purchasers); (ii) Each of the representations and warranties made by BTFC pursuant to Article IV of the Purchase Agreement and by the Originators pursuant to Article IV of the Subsidiary Purchase Agreement shall be true and correct as of the related Conduit PurchaserIncremental Funding Date, and each of BTFC and the Originators shall have performed in all material respects all obligations to be performed by it under the sole Purchase Agreement or Subsidiary Purchase Agreement, as applicable, on or prior to such Incremental Funding Date; (iii) Each of the representations and absolute discretion warranties made by the Transferor and the Servicer pursuant to the Pooling and Servicing Agreement shall be true and correct in all material respects as of the related Conduit PurchaserIncremental Funding Date; (iv) No event has occurred and is continuing, may make or would result from such Incremental Fundings Funding on such Incremental Funding Date, that constitutes (or if such event remains uncured will, with the lapse of time, constitute) a Pay-Out Event or Servicer Default; (a) The Outstanding Certificate Amount allocable to the related Certificate will not exceed the related Group Purchase Limit and (iib) if the related Outstanding Certificate Amount of all Certificates will not exceed the Invested Amounts of all Certificates (in each case, after giving effect to such Incremental Funding); (vi) At least three Business Days prior to the Incremental Funding Date and not later than 2:00 p.m. (New York time), the Administrative Agent shall have received a completed Notice of Incremental Funding from the Servicer (it being understood that the Administrative Agent shall deliver a copy of such Notice of Incremental Funding to the Conduit Purchasers not later than 4:00 p.m. (New York time) on the date when such Notice of Incremental Funding is received by the Administrative Agent); 12 (vii) The Commitment Termination Date shall not have occurred; (viii) The conditions to effectiveness of, transfers pursuant to, and issuance of the Certificates under, the Transaction Documents as set forth therein shall have been satisfied; (ix) The principal amount on deposit in the Reserve Fund shall equal or exceed the Reserve Fund Amount (after giving effect to such Incremental Funding); (x) Since the latest annual audited financial statements of Bally, there has been no Material Adverse Change; and (xi) The Transferor shall have obtained an Interest Rate Cap with respect to which the aggregate notional principal amount of all Interest Rate Caps then in effect is equal to or greater than the Outstanding Certificate Amount (after giving effect to such Incremental Funding). Subject to the foregoing conditions, in the event that a Conduit Purchaser elects not to make an Incremental Funding, the related Committed Purchaser and its permitted assigns applicable Alternate Transferees in such Conduit Purchaser’s Ownership Group severally agree to make their the respective Percentage (allocable to such Conduit Purchaser Percentages by the Managing Agent if there is more than one SPRC in the related Ownership Group) of the Applicable Pro Rata Share of such Incremental Funding; provided, however, Funding (provided that no Committed Purchaser Alternate Transferee shall be required to make a portion of any Incremental Funding if, after giving effect thereto, its Purchaser Percentage of the Class A Note Principal Balance Outstanding Certificate Amount allocable to the related Certificate would exceed its Purchaser applicable Percentage of the Class A Note Maximum Principal Balance.Group Purchase Limit allocated to the related Certificate). Each Alternate Transferee’s obligation hereunder shall be several, such that the failure of any Alternate Transferee within an Ownership Group to make its Incremental Funding shall not relieve any other Alternate Transferee within such Ownership Group (or any other Ownership Group) of its obligation hereunder to make its Incremental Funding. Further, in the event an Alternate Transferee fails to satisfy its obligation to make available its respective Percentage of the Applicable Pro Rata Share of such Incremental Funding as required hereunder upon receipt of notice of such failure from the Administrative Agent, the non-defaulting Alternate Transferees, if any, who are in the same Ownership Group as the defaulting Alternate Transferee shall make the defaulting Alternate Transferee’s Percentage of the Applicable Pro Rata Share of such Incremental Funding pro rata in proportion to their relative Percentages (determined without regard to the Percentage of the defaulting Alternate Transferee) (provided that no Alternate Transferee shall be required to make a portion of any Incremental Funding if, after giving effect thereto, its Percentage of the Outstanding Certificate Amount allocable to the related Certificate would exceed its applicable Percentage of the Group Purchase Limit allocated to the related Certificate). The defaulting Alternate Transferee shall on the next Business Day following the date of such Incremental Funding make such amounts available to the applicable Alternate Transferees, together with interest at the Funding Rate for each day during such period. 13 (b) Except as otherwise provided Each Incremental Funding shall be requested, not more than one time during a calendar month, in a principal amount of not less than $8,000,000 or, in the event that there is not more than one Ownership Group, $5,000,000 or, with respect to Lexington Xxxxxx, $5,000,000 and integral multiples of $500,000 in excess thereof; provided, that an Incremental Funding may be requested in such lesser amount such that the portion thereto allocable to any Ownership Group equals the entire remaining amount available under such Ownership Group’s Group Purchase Limit. Subject to the other provisions of this Section 2.03(b)Certificate Purchase Agreement, all purchases of Incremental Fundings under this Note Purchase Agreement shall be allocated among the various Certificates on a pro rata basis per Ownership Group based on their respective Applicable Pro Rata Shares. No Incremental Funding shall be made on a date other than a Distribution Date. (c) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount and the wire transfer thereof in immediately available funds shall be initiated not later than 3:00 p.m. New York City time on the Incremental Funding Date to the Transferor, account no. 5800321274, ABA# 000-000-000, reference: H&T Receivable Funding Corporation, maintained at LaSalle National Bank, Chicago, Illinois (or such other account as may from time to time be specified by the Purchasers simultaneously Servicer on behalf of the Transferor in a notice to the Administrative Agent and proportionately based each Managing Agent). (d) At all times on and after the respective Purchaser Percentage of such Purchaser’s Purchaser GroupClosing Date, it being understood that no Purchaser shall be responsible for any default by any other Purchaser but prior to the Commitment Termination Date, solely with respect to any interests in the Certificates held by any Alternate Transferee, the Transferor may, subject to the related Managing Agent’s approval and the limitations described below, request Bank Rate Tranche Periods and allocate a portion of the interests in such other Purchaser’s obligation Certificates to purchase an Incremental Funding hereundereach selected Bank Rate Tranche Period. IfThe Transferor shall give the Administrative Agent irrevocable notice by telephone of each requested Bank Rate Tranche Period at least three (3) Business Days (and the Administrative Agent shall promptly give the related Managing Agent notice thereof) prior to the first Business Day of the requested Bank Rate Tranche Period or the expiration of any then existing Bank Rate Tranche Period, on any Incremental Funding Dateas applicable; provided, however, that the related Managing Agent may select, in its sole discretion, any Purchaser defaults in such Bank Rate Tranche Period if (i) the performance of its obligations under this Note Purchase Agreement and Transferor fails to take up and pay provide such notice on a timely basis or (ii) the Managing Agent determines, in its sole discretion, that the Bank Rate Tranche Period requested by the Transferor is unavailable or for any reason commercially undesirable to the Managing Agent or the Administrative Agent. (e) Each Managing Agent hereby appoints the Administrative Agent as its agent for the purpose of allocating the amount of any the requested Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then among the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunderOwnership Groups.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, thesuch Committed Purchaser shall make such Incremental Funding; and to the extent an Ownership Group includes one or more Conduit Purchasers, each Conduit Purchaser in such Ownership Group may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental FundingFunding instead; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. The aggregate minimum amount of any Incremental Funding shall be in an aggregate minimum amount equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Purchaser Percentage Original Closing Date or the 2016 Amendment Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed -55- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 (ii) If one or more Delaying Purchasers timely deliver Delayed Purchase Notices with respect to any Funding Date, the Administrative Agent shall, by no later than 12:00 p.m. (New York time), on the Combined Business Day preceding such Purchaser’s Purchaser GroupFunding Date, it being understood request the Owners in each Ownership Group that no Purchaser shall be responsible for any default by any other Purchaser is not a Delaying Ownership Group with respect to such other PurchaserFunding Date (each a “Non-Delaying Ownership Group”) to fund an additional portion of the related Incremental Funding on such Funding Date, equal to such Non-Delaying Ownership Group’s proportionate share (based upon its respective Ownership Group Purchase Limit relative to the sum of the Ownership Group Purchase Limits for all Non-Delaying Ownership Groups) of the aggregate Delayed Amount with respect to such Funding Date (not to exceed such Non-Delaying Ownership Group’s Ownership Group Purchase Limit). Each Non-Delaying Ownership Group shall use commercially reasonable efforts to fund such portion of the aggregate Delayed Amount with respect to such Funding Date, on the requested Funding Date, but in any event shall fund such amount, not later than two (2) Combined Business Days after such requested Funding Date. For the avoidance of doubt, each Non-Delaying Ownership Group’s obligation to purchase an fund any portion of the aggregate Delayed Amount under this Section 2.2(c)(ii) shall, as contemplated in Section 2.2(b), be subject to satisfaction of each of the conditions precedent set forth in Section 2.2(b) and Section 4.2, and shall be subject to the limits set forth in Section 2.2(a). (iii) If the additional amounts to be funded by the Non-Delaying Ownership Groups under Section 2.2(c)(ii) are not sufficient to provide the aggregate amount requested by the Transferor in the related Funding Notice, the Transferor may (x) revoke the related Funding Notice or (y) reduce the amount of the requested Incremental Funding hereunderby prompt written notice to the Administrative Agent following such determination. If(d) (i) If the conditions to the Incremental Funding on the requested Funding Date described in Section 2.2(a), Section 2.2(b) and Section 4.2 are satisfied on any Incremental the requested Funding Date, there shall be no conditions whatsoever (including, without limitation, the occurrence of -56- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 (ii) Notwithstanding anything to the contrary contained in this Agreement or any Related Document, the parties acknowledge and agree that an Ownership Group which includes a Committed Purchaser defaults in that (i) has timely delivered a Delayed Purchase Notice to the performance Transferor with respect to any Funding Date and (ii) funds its full share of its obligations under this Note Purchase Agreement and fails to take up and pay for the amount of any requested Incremental Funding agreed by (as such Purchaser amount may have been reduced pursuant to be purchased under this Note any updated Funding Notice delivered pursuant to Section 2.2(c)(iii)) on or before the applicable Delayed Purchase Agreement, then the non-defaulting Purchasers may, but shall Date will not be obligated to, take up and pay for constitute a Defaulting Ownership Group solely due to such Committed Purchaser’s failure to fund its share of such Incremental Funding that on the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunderrequested Funding Date.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, such Committed Purchaser shall make such Incremental Funding; and to the extent an Ownership Group includes one or more Conduit Purchasers, each Conduit Purchaser in such Ownership Group may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental FundingFunding instead; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. The aggregate minimum amount of any Incremental Funding shall be equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Original Closing Date or the 2016 Amendment Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other PurchaserFunding Date, and any Ownership Group containing a Delaying Purchaser shall be referred to as a “Delaying Ownership Group” with respect to such Funding Date. (ii) If one or more Delaying Purchasers timely deliver Delayed Purchase Notices with respect to any Funding Date, the Administrative Agent shall, by no later than 12:00 p.m. (New York time), on the Combined Business Day preceding such Funding Date, request the Owners in each Ownership Group that is not a Delaying Ownership Group with respect to such Funding Date (each a “Non-Delaying Ownership Group”) to fund an additional portion of the related Incremental Funding on such Funding Date, equal to such Non-Delaying Ownership Group’s proportionate share (based upon its respective Ownership Group Purchase Limit relative to the sum of the Ownership Group Purchase Limits for all Non-Delaying Ownership Groups) of the aggregate Delayed Amount with respect to such Funding Date (not to exceed such Non-Delaying Ownership Group’s Ownership Group Purchase Limit). Each Non-Delaying Ownership Group shall use commercially reasonable efforts to fund such portion of the aggregate Delayed Amount with respect to such Funding Date, on the requested Funding Date, but in any event shall fund such amount, not later than two (2) Combined Business Days after such requested Funding Date. For the avoidance of doubt, each Non-Delaying Ownership Group’s obligation to purchase an Incremental Funding hereunder. Iffund any portion of the aggregate Delayed Amount under this Section 2.2(c)(ii) shall, on any Incremental Funding Dateas contemplated in Section 2.2(b), any Purchaser defaults be subject to satisfaction of each of the conditions precedent set forth in Section 2.2(b) and Section 4.2, and shall be subject to the limits set forth in Section 2.2(a). (iii) If the additional amounts to be funded by the Non-Delaying Ownership Groups under Section 2.2(c)(ii) are not sufficient to provide the aggregate amount requested by the Transferor in the performance of its obligations under this Note Purchase Agreement and fails to take up and pay for related Funding Notice, the Transferor may (x) revoke the related Funding Notice or (y) reduce the amount of any the requested Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have prompt written notice to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunderAdministrative Agent following such determination.

Incremental Fundings. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture Series Supplement, from time to time, pursuant time prior to Section 4.09 the Purchase Expiration Date upon receipt by the Administrative Agent (with a copy to each Managing Agent) of the Indenture Supplementa Notice of Incremental Funding, (i) the each Managing Agent, on behalf of the related Conduit PurchaserPurchaser in its Purchaser Group, and in the sole and absolute discretion of the related each such Conduit Purchaser, may make Incremental Fundings and (ii) if the related a Conduit Purchaser elects not to make an Incremental Funding, the related each Committed Purchaser in such Conduit Purchaser’s Purchaser Group and its permitted assigns severally agree to make their respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Purchaser Percentage of the Class A Note Principal Balance Funded Amount hereunder would exceed its Commitment or (B) its Funded Amount hereunder plus the aggregate “Unrecovered Purchase Price” (as defined in the Asset Purchase Agreement) of all “Percentage Interests” or the definitional equivalent thereof (as defined in its Asset Purchase Agreement) purchased by such Committed Purchaser Percentage of as a Liquidity Purchaser under the Class A Note Maximum Principal BalanceAsset Purchase Agreement would exceed its Commitment. (b) Except as otherwise provided in this Section 2.03(b), all purchases of Each Incremental Fundings under this Note Purchase Agreement Funding hereunder shall be made subject to the further conditions precedent that: (i) The Administrative Agent (with a copy to each Managing Agent) will have received copies of all settlement statements and all reports required to be delivered by the Purchasers simultaneously Servicer to the Master Trust Trustee pursuant to Section 3.04 of the Pooling and proportionately based on Servicing Agreement and Section 5.02 of the respective Purchaser Percentage Series Supplement; (ii) Each of such Purchaser’s Purchaser Group, it being understood that no Purchaser the representations and warranties of the Seller and the Servicer made in the Series Documents shall be responsible for any default by any other Purchaser true and correct in all material respects as of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Seller and the Servicer shall be in compliance in all material respects with respect all of their respective covenants contained in the Series Documents; (iv) No Early Amortization Event shall have occurred and be continuing; (v) The Available Subordinated Amount shall be at least equal to the Required Subordinated Amount (calculated on a pro forma basis after giving effect to such other PurchaserIncremental Funding); (vi) The Master Trust Seller’s obligation Interest shall be at least equal to purchase an the Minimum Master Trust Seller’s Interest (after giving effect to such Incremental Funding hereunder. If, on any Funding); (vii) At least three Business Days prior to the Incremental Funding Date, any Purchaser defaults the Administrative Agent (with a copy to each Managing Agent) shall have received a completed Notice of Incremental Funding; (viii) The amount on deposit in the performance Spread Account shall be at least equal to Projected Spread for the related Transfer Date; (ix) The available commitments of its obligations the Liquidity Purchasers under this Note their Asset Purchase Agreement and fails to take up and pay the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of each Conduit Purchaser shall be in the amounts required to maintain the then-current ratings of such Conduit Purchaser’s Notes; and (x) There shall have been deposited into the Incremental Funding Reserve Account an amount at least equal to the Incremental Funding Reserve Deposit Amount for such Distribution Date. (c) Each Incremental Funding shall be requested in a minimum principal amount of any $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided, that an Incremental Funding agreed may be requested in the entire remaining Maximum Funded Amount (even if such amount is less than $5,000,000). (d) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to the Seller’s account no. 000-0-00000, titled “NFC Proceeds Deposit Account,” ABA# 000-000-000, maintained at JPMorgan Chase Bank, N.A. (or such Purchaser other account as may from time to time be purchased under specified by the Seller in a notice to the Administrative Agent(with a copy to each Managing Agent)). (e) Subject to the other provisions of this Note Purchase Agreement, then the non-defaulting Purchasers may, but Incremental Funded Amounts shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against allocated between the Purchaser as Groups on a result of any default by the Purchaser hereunderpro rata basis.

Incremental Fundings. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture Supplement, from time to time, pursuant time prior to Section 4.09 the Purchase Expiration Date upon receipt by the Administrative Agent (with a copy to each Managing Agent) of the Indenture Supplementa Notice of Incremental Funding, (i) the each Managing Agent, on behalf of the related Conduit PurchaserPurchaser in its Purchaser Group, and in the sole and absolute discretion of the related each such Conduit Purchaser, may make Incremental Fundings and (ii) if the related a Conduit Purchaser elects not to make an Incremental Funding, the related each Committed Purchaser and its permitted assigns in such Conduit Purchaser’s Purchaser Group severally agree agrees to make their its respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Purchaser Percentage of the Class A Note Principal Balance Funded Amount hereunder would exceed its Commitment or (B) its Funded Amount hereunder plus the aggregate funding made by such Committed Purchaser Percentage of the Class A Note Maximum Principal Balanceas a Liquidity Purchaser under its Asset Purchase Agreement would exceed its Commitment. (b) Except Each Incremental Funding hereunder, including the Incremental Funding to occur on the Closing Date, shall be subject to the further conditions precedent that: (i) The Administrative Agent (with a copy to each Managing Agent) will have received copies of all settlement statements and all reports required to be delivered by the Servicer pursuant to Section 3.14 of the Indenture Supplement; (ii) Each of the representations and warranties of the Issuing Entity, the Transferor and the Servicer made in the Series Documents shall be true and correct in all material respects as otherwise provided of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Transferor, the Servicer, the Master Trust (prior to the 1995 Trust Termination Date) and the Issuing Entity shall be in this Section 2.03(bcompliance in all material respects with all of their respective covenants contained in the Series Documents; (iv) No Early Redemption Event shall have occurred and be continuing; (v) The Series 2012-VFN Overcollateralization Amount shall be at least equal to the Series 2012-VFN Target Overcollateralization Amount (calculated on a pro forma basis after giving effect to such Incremental Funding); (vi) The Seller’s Interest shall be at least equal to the Minimum Seller’s Interest (after giving effect to such Incremental Funding); (vii) At least three Business Days prior to the Incremental Funding Date (excluding the Closing Date), all purchases the Administrative Agent (with a copy to each Managing Agent) shall have received a completed Notice of Incremental Fundings Funding; (viii) The amount on deposit in the Series 2012-VFN Spread Account shall be at least equal to the Spread Account Required Amount; and (ix) The available commitments of the Liquidity Purchasers under this Note their Asset Purchase Agreement shall be made by and the Purchasers simultaneously and proportionately based on credit and/or liquidity coverage committed under the respective Purchaser Percentage program-wide credit and/or liquidity facilities for the commercial paper program of such Purchaser’s Purchaser Group, it being understood that no each Conduit Purchaser shall be responsible for any default in the amounts required to maintain the then-current ratings of such Conduit Purchaser’s CP Notes. (c) Each Incremental Funding shall be requested in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided, that an Incremental Funding may be requested in the entire remaining Maximum Funded Amount (even if such amount is less than $5,000,000). (d) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by any wire transfer of immediately available funds to the following account: Bank Name: Citibank, N.A.; ABA #: 000-000-000; Account #: 3617-2242; FFC Account Name: NAVMOT II Excess Funding Account; FFC Account #: 110663. (e) Subject to the other provisions of this Agreement, Incremental Funded Amounts shall be allocated among the Purchaser Groups on a pro rata basis. Notwithstanding the foregoing, (i) if there is one or more Extending Purchaser Groups with respect to an Original Scheduled Purchase Expiration Date, Incremental Funded Amounts requested to be funded on such other PurchaserOriginal Scheduled Purchase Expiration Date shall be allocated among such Extending Purchaser Groups based on their respective Extending Purchaser Group Percentages and, notwithstanding Section 3.04(b) of the Indenture Supplement, proceeds of such Incremental Funded Amount may, at the direction of the Transferor, be applied to pay the Outstanding Principal Amount of any Non-Extending Purchaser Group’s obligation to purchase an Incremental Variable Funding hereunder. IfNote, on and (ii) any Incremental Funding Funded Amount requested to be funded on the Commitment Step-Down Date shall be allocated among the Purchaser Groups as necessary to cause (in conjunction with any prepayment to be made on the Commitment Step-Down Date) the Funded Amount to be allocated among the Purchaser Groups pro rata in accordance with the Step-Down Commitments and, notwithstanding Section 3.04(b) of the Indenture Supplement, proceeds of such Incremental Funded Amount may, at the direction of the Transferor, be applied to pay the Outstanding Principal Amount of any Purchaser defaults Group’s Variable Funding Note to the extent necessary to cause (in conjunction with the performance allocation of its obligations under this Note Purchase Agreement such Incremental Funded Amount and fails to take up and pay for the amount of with any Incremental Funding agreed by such Purchaser prepayment to be purchased under this Note Purchase Agreement, then made on the nonCommitment Step-defaulting Purchasers may, but shall not Down Date) the Funded Amount to be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against allocated among the Purchaser as a result of any default by Groups pro rata in accordance with the Purchaser hereunderStep-Down Commitments.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, such Committed Purchaser shall make such Incremental Funding; and to the extent an Ownership Group includes one or more Conduit Purchasers, each Conduit Purchaser in such Ownership Group may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental FundingFunding instead; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. The aggregate minimum amount of any Incremental Funding shall be equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Original Closing Date or the 2016 Amendment Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following 736942168 19632398738387080 the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other PurchaserFunding Date, and any Ownership Group containing a Delaying Purchaser shall be referred to as a “Delaying Ownership Group” with respect to such Funding Date. (ii) If one or more Delaying Purchasers timely deliver Delayed Purchase Notices with respect to any Funding Date, the Administrative Agent shall, by no later than 12:00 p.m. (New York time), on the Combined Business Day preceding such Funding Date, request the Owners in each Ownership Group that is not a Delaying Ownership Group with respect to such Funding Date (each a “Non-Delaying Ownership Group”) to fund an additional portion of the related Incremental Funding on such Funding Date, equal to such Non-Delaying Ownership Group’s proportionate share (based upon its respective Ownership Group Purchase Limit relative to the sum of the Ownership Group Purchase Limits for all Non-Delaying Ownership Groups) of the aggregate Delayed Amount with respect to such Funding Date (not to exceed such Non-Delaying Ownership Group’s Ownership Group Purchase Limit). Each Non-Delaying Ownership Group shall use commercially reasonable efforts to fund such portion of the aggregate Delayed Amount with respect to such Funding Date, on the requested Funding Date, but in any event shall fund such amount, not later than two (2) Combined Business Days after such requested Funding Date. For the avoidance of doubt, each Non-Delaying Ownership Group’s obligation to purchase an Incremental Funding hereunder. Iffund any portion of the aggregate Delayed Amount under this Section 2.2(c)(ii) shall, on any Incremental Funding Dateas contemplated in Section 2.2(b), any Purchaser defaults be subject to satisfaction of each of the conditions precedent set forth in Section 2.2(b) and Section 4.2, and shall be subject to the limits set forth in Section 2.2(a). (iii) If the additional amounts to be funded by the Non-Delaying Ownership Groups under Section 2.2(c)(ii) are not sufficient to provide the aggregate amount requested by the Transferor in the performance of its obligations under this Note Purchase Agreement and fails to take up and pay for related Funding Notice, the Transferor may (x) revoke the related Funding Notice or (y) reduce the amount of any the requested Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have prompt written notice to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunderAdministrative Agent following such determination.

Incremental Fundings. (a) Subject to the terms and -------------------- conditions of this Note Certificate Purchase Agreement and the Indenture Series Supplement, from time to time, pursuant time prior to Section 4.09 the Purchase Expiration Date upon receipt by the Administrative Agent of the Indenture Supplementa Notice of Incremental Funding, (i) the Administrative Agent, on behalf of the related Conduit Purchaser, and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related Conduit Purchaser elects not to make an Incremental Funding, the related Committed Purchaser and its permitted assigns severally agree to make their respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Purchaser Percentage of the Class A Note Principal Balance Funded Amount would exceed its Purchaser Percentage of the Class A Note Maximum Principal BalanceFunded Amount or (B) its Purchaser Percentage of the Funded Amount hereunder plus the aggregate "Unrecovered Purchase Price" (as defined in the Asset Purchase Agreement) of all "Percentage Interests" (as defined in the Asset Purchase Agreement) purchased by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage of the sum of the Maximum Funded Amount. (b) Except as otherwise provided in this Section 2.03(b), all purchases of Each Incremental Fundings under this Note Purchase Agreement Funding hereunder shall be made subject to the further conditions precedent that: (i) The Administrative Agent will have received copies of all settlement statements and all reports required to be delivered by the Purchasers simultaneously Servicer to the Master Trust Trustee pursuant to Section 3.04 of the Pooling and proportionately based on Servicing Agreement and Section 5.02 of the respective Purchaser Percentage Series Supplement; (ii) Each of such Purchaser’s Purchaser Group, it being understood that no Purchaser the representations and warranties of the Seller and the Servicer made in the Series Documents shall be responsible for any default by any other Purchaser true and correct in all material respects as of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Seller and the Servicer shall be in compliance in all material respects with respect all of their respective covenants contained in the Series Documents; (iv) No Early Amortization Event shall have occurred and be continuing; (v) The Available Subordinated Amount shall be at least equal to the Required Subordinated Amount (calculated on a pro forma basis after giving effect to such other Purchaser’s obligation Incremental Funding); (vi) The Master Trust Seller's Interest shall be at least equal to purchase an the Minimum Master Trust Seller's Interest (after giving effect to such Incremental Funding hereunder. If, on any Funding); (vii) At least three Business Days prior to the Incremental Funding Date, any Purchaser defaults the Administrative Agent shall have received a completed Notice of Incremental Funding; (viii) The amount on deposit in the performance Spread Account shall be at least equal to Projected Spread for the related Transfer Date; (ix) The available commitments of its obligations the Liquidity Purchasers under this Note the Asset Purchase Agreement and fails to take up and pay the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of the Conduit Purchaser shall be in the amounts required to maintain the then-current ratings of the Conduit Purchaser's Notes; and (x) There shall have been deposited into the Incremental Funding Reserve Account an amount at least equal to the Incremental Funding Reserve Deposit Amount for such Distribution Date. (c) Each Incremental Funding shall be requested in a minimum principal amount of any $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided, that an Incremental Funding agreed by may be requested in the entire remaining Maximum Funded Amount (even if such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such amount is less than $5,000,000). (d) The purchase price of each Incremental Funding that shall be equal to 100% of the defaulting Purchaser agreed but failed to purchase. Nothing contained herein allocation of the related Incremental Funded Amount, and shall relieve a defaulting Purchaser be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of any liability it may have immediately available funds to the Transferor Seller's account no. 000-0-00000, titled "NFC Proceeds Deposit Account," ABA# 000-000-000, maintained at The Chase Manhattan Bank (or the non-defaulting Purchasers for damages caused by its default or such other account as may from time to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default time be specified by the Purchaser hereunderSeller in a notice to the Administrative Agent).

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, such Committed Purchaser shall make such Incremental Funding; and to the extent an Ownership Group includes one or more Conduit Purchasers, each Conduit Purchaser in such Ownership Group may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental FundingFunding instead; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. The aggregate minimum amount of any Incremental Funding shall be equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Original Closing Date or the 2016 Amendment Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (c) (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, and any Ownership Group containing a Delaying Purchaser defaults in the performance of its obligations under this Note Purchase Agreement and fails shall be referred to take up and pay for the amount of any Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunder“Delaying Ownership Group” with respect to such Funding Date.

Incremental Fundings. (a) Subject to the terms and conditions of specified in this Note Purchase Agreement and Section 2.2, the Indenture Supplement, Transferor may from time to time, pursuant time on any date during the Revolving Period request that the Owners make an Incremental Funding and the Owners shall make such Incremental Funding to the extent that the applicable conditions set forth below and in Section 4.09 4.2 are satisfied. To the extent an Ownership Group consists of the Indenture Supplement, (i) the Agent, on behalf of the related Conduit only a Committed Purchaser, the Committed Purchaser shall make such Incremental Funding; and each Conduit Purchaser may, in its sole discretion, make an Incremental Funding in connection therewith and in the sole and absolute discretion of the related Conduit Purchaser, may make Incremental Fundings and (ii) if the related event such Conduit Purchaser elects not to make an such Incremental Funding, the each related Committed Purchaser and its permitted assigns severally agree to shall make their respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser Incremental Funding shall be required made by any Owner to make a portion of any Incremental Funding ifthe extent that, after giving effect thereto, its Purchaser Percentage (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate of the Class A Note Principal Balance Net Investments of the Owners in any Ownership Group would exceed its Purchaser Percentage the Ownership Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by any Owner in a Reducing Ownership Group or a Defaulting Ownership Group. Subject to the terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section 2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated among the Owners pro rata in accordance with the respective Ownership Group Percentages of the Class A Note Maximum Principal Balancetheir related Ownership Groups. The amount of any Incremental Funding shall be in an aggregate minimum amount equal to $500,000 (or an integral multiple of $100,000 if in excess thereof). (b) Except as otherwise provided in this Section 2.03(b), all purchases of No Incremental Fundings under this Note Purchase Agreement Funding shall be made by any Owner unless: (i) at least four (4) Combined Business Days preceding the Purchasers simultaneously requested Funding Date, the Transferor and proportionately based Xxxxx, in its individual capacity and as Servicer, shall have executed a funding notice in substantially the form of Exhibit G to this Agreement (a “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the Administrative Agent, a signed copy of such Funding Notice (which may be in electronic form), which Funding Notice shall contain the information contemplated in Exhibit G hereto (and such additional information as the Administrative Agent (on behalf of any Funding Agent) may reasonably request); provided, that such notice requirement shall not apply to any funding to occur on the respective Original Closing Date or the 2016 Amendment Closing Date; and (ii) on or prior to such Funding Date, all of the applicable conditions set forth in Section 4.2 shall have been satisfied. (c) (i) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser Percentage (or its related Funding Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to the Transferor and the Administrative Agent of its intention to fund its share of the related Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding, the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the requested Funding Date (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Funding Date. Any such Committed Purchaser (or its Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. A Committed Purchaser Group, it being understood that no Purchaser delivers a Delayed Purchase Notice with respect to any Funding Date shall be responsible for any default by any other Purchaser referred to herein as a “Delaying Purchaser” with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder. If, on any Incremental Funding Date, and any Ownership Group containing a Delaying Purchaser defaults in the performance of its obligations under this Note Purchase Agreement and fails shall be referred to take up and pay for the amount of any Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement, then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by the Purchaser hereunder“Delaying Ownership Group” with respect to such Funding Date.

Incremental Fundings. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture Supplement, from time to time, pursuant time prior to Section 4.09 the Purchase Expiration Date upon receipt by the Administrative Agent (with a copy to each Managing Agent) of the Indenture Supplementa Notice of Incremental Funding, (i) the each Managing Agent, on behalf of the related Conduit PurchaserPurchaser in its Purchaser Group, and in the sole and absolute discretion of the related each such Conduit Purchaser, may make Incremental Fundings and (ii) if the related a Conduit Purchaser elects not to make an Incremental Funding, the related each Committed Purchaser and its permitted assigns in such Conduit Purchaser’s Purchaser Group severally agree agrees to make their its respective Purchaser Percentages of such Incremental Funding; provided, however, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Purchaser Percentage of the Class A Note Principal Balance Funded Amount hereunder would exceed its Commitment or (B) its Funded Amount hereunder plus the aggregate funding made by such Committed Purchaser Percentage of the Class A Note Maximum Principal Balanceas a Liquidity Purchaser under its Asset Purchase Agreement would exceed its Commitment. (b) Except Each Incremental Funding hereunder, including the Incremental Funding to occur on the Closing Date, shall be subject to the further conditions precedent that: (i) The Administrative Agent (with a copy to each Managing Agent) will have received copies of all settlement statements and all reports required to be delivered by the Servicer pursuant to Section 3.14 of the Indenture Supplement; (ii) Each of the representations and warranties of the Issuing Entity, the Transferor and the Servicer made in the Series Documents shall be true and correct in all material respects as otherwise provided of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Transferor, the Servicer, the Master Trust (prior to the 1995 Trust Termination Date) and the Issuing Entity shall be in this Section 2.03(bcompliance in all material respects with all of their respective covenants contained in the Series Documents; (iv) No Early Redemption Event shall have occurred and be continuing; (v) The Series 2012-VFN Overcollateralization Amount shall be at least equal to the Series 2012-VFN Target Overcollateralization Amount (calculated on a pro forma basis after giving effect to such Incremental Funding); (vi) The Seller’s Interest shall be at least equal to the Minimum Seller’s Interest (after giving effect to such Incremental Funding); (vii) At least three Business Days prior to the Incremental Funding Date (excluding the Closing Date), all purchases the Administrative Agent (with a copy to each Managing Agent) shall have received a completed Notice of Incremental Fundings Funding; (viii) The amount on deposit in the Series 2012-VFN Spread Account shall be at least equal to the Spread Account Required Amount; and (ix) The available commitments of the Liquidity Purchasers under this Note their Asset Purchase Agreement shall be made by and the Purchasers simultaneously and proportionately based on credit and/or liquidity coverage committed under the respective Purchaser Percentage program-wide credit and/or liquidity facilities for the commercial paper program of such Purchaser’s Purchaser Group, it being understood that no each Conduit Purchaser shall be responsible in the amounts required to maintain the then-current ratings of such Conduit Purchaser’s CP Notes. (c) Each Incremental Funding shall be requested in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided, that an Incremental Funding may be requested in the entire remaining Maximum Funded Amount (even if such amount is less than $5,000,000). (d) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to account no. 231738, titled “Navistar Master Excess Funding Account”, ABA# 000-000-000, for any default credit to GLA: 111565, maintained at The Bank of New York Mellon (or such other account as may from time to time be specified by any the Transferor in a notice to the Administrative Agent (with a copy to each Managing Agent)). (e) Subject to the other provisions of this Agreement, Incremental Funded Amounts shall be allocated among the Purchaser Groups on a pro rata basis. Notwithstanding the foregoing, (i) if there is one or more Extending Purchaser Groups with respect to an Original Scheduled Purchase Expiration Date, Incremental Funded Amounts requested to be funded on such other PurchaserOriginal Scheduled Purchase Expiration Date shall be allocated among such Extending Purchaser Groups based on their respective Extending Purchaser Group Percentages and, notwithstanding Section 3.04(b) of the Indenture Supplement, proceeds of such Incremental Funded Amount may, at the direction of the Transferor, be applied to pay the Outstanding Principal Amount of any Non-Extending Purchaser Group’s obligation to purchase an Incremental Variable Funding hereunder. IfNote, on and (ii) any Incremental Funding Funded Amount requested to be funded on the Commitment Step-Down Date shall be allocated among the Purchaser Groups as necessary to cause (in conjunction with any prepayment to be made on the Commitment Step-Down Date) the Funded Amount to be allocated among the Purchaser Groups pro rata in accordance with the Step-Down Commitments and, notwithstanding Section 3.04(b) of the Indenture Supplement, proceeds of such Incremental Funded Amount may, at the direction of the Transferor, be applied to pay the Outstanding Principal Amount of any Purchaser defaults Group’s Variable Funding Note to the extent necessary to cause (in conjunction with the performance allocation of its obligations under this Note Purchase Agreement such Incremental Funded Amount and fails to take up and pay for the amount of with any Incremental Funding agreed by such Purchaser prepayment to be purchased under this Note Purchase Agreement, then made on the nonCommitment Step-defaulting Purchasers may, but shall not Down Date) the Funded Amount to be obligated to, take up and pay for such Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any Agent, any Purchaser or the Transferor may have against allocated among the Purchaser as a result of any default by Groups pro rata in accordance with the Purchaser hereunderStep-Down Commitments.