Common use of Incremental Purchases Clause in Contracts

Incremental Purchases. Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. Seller shall provide the Administrator Agent and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,0001,000,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Conduit Purchaser will fund the requested Incremental Purchase. If such Uncommitted Conduit Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03 and, as applicable, Section 3.04, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrator Administrative Agent and each Purchaser Agent the Facility Agents with a Purchase Notice by 1:00 p.m. (New York City time) at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Dateeach Incremental Purchase. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the requested Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Groupbased on their respective Purchase Group Percentages) and (b) the Purchase Date. Following receipt date of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the such requested Incremental Purchase. If Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Uncommitted Purchaser (in its sole discretion) elects Purchase Group chooses not to fund purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 and, as applicable, Section 3.04, hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase on or after the Termination Date. Each Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On an aggregate amount of at least $1,000,000 or any higher multiple of $100,000 per each Purchase Date, upon satisfaction Group. Each Facility Agent shall purchase its related Purchase Group Percentage of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceIncremental Purchase.

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

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

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

Incremental Purchases. (a) The Seller shall provide the Administrator and each Purchaser Agent with at least one two (12) Business Day’s Days’ prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Cash Purchase Price (which shall not be less than $500,000, 1,000,000 or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent Administrator will determine whether the related Uncommitted Purchaser Market Street will fund the requested Incremental PurchasePurchase through the issuance of Commercial Paper or through a Liquidity Funding. If such Uncommitted Purchaser (in its sole discretion) elects not Market Street determines to fund an Incremental PurchasePurchase through a Liquidity Funding, the Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase shall will be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)through a Liquidity Funding. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser Market Street shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York City time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Cash Purchase Price. (b) Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.7 hereof, it shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably deemed to have agreed to make an Incremental Purchase as provided in Section 1.9 hereof in the event that such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.9 upon such draw. All such Incremental Purchases shall accrue Yield at the LIBO Rate or Alternate Base Rate in the sole discretion of the LC Bank from the date of such draw; provided, however, from and after the occurrence of an Amortization Event such Incremental Purchase shall accrue Yield at the Default Rate. In the event that any Letter of Credit expires or is surrendered without being drawn (in whole or in part) then, in such event, the foregoing commitment to make Incremental Purchases shall expire with respect to such Letter of Credit and the LC Amount shall automatically decrease by the amount of the Letter of Credit which is no longer outstanding.

Incremental Purchases. Seller (a) Since the Funding Date, the Purchaser has been obligated, and from and after the Effectiveness Date, the Purchaser shall provide be obligated, to make Incremental Purchases from time to time until the Administrator Purchase Commitment Expiration Date, upon satisfaction, as of the applicable Incremental Purchase Date, of each of the following conditions (the "Incremental Purchase Conditions"): (i) the Outstanding Amount of the Notes shall have been increased in accordance with Section 2.03 of the Indenture; (ii) The Administrative Agent shall have received a completed Notice of Incremental Purchase by 2:00 p.m., New York City time, on the Business Day immediately preceding such Incremental Purchase Date (or if any such Notice is received after 2:00 p.m., the related Incremental Purchase shall occur on the second Business Day following such receipt); (iii) the Administrative Agent shall have received copies of all settlement statements and all reports required to be delivered by Servicer to Xxxxxx Guaranty Trust Company of New York pursuant to Article III of the Sale and Servicing Agreement; (iv) Each of the representations and warranties of the Seller, the Owner Trustee, AFL, ARFC II and the General Partner, as applicable, made in the Sale and Servicing Agreement, the Administration Agreement, the Purchase Agreement, each Purchaser Agent Assignment Agreement, each Transfer Agreement, the Trust Agreement, the Indenture and this Note Purchase Agreement shall be true and correct in all material respects as of the applicable Incremental Purchase Date (except to the extent they expressly relate to an earlier or later time); (v) All of the conditions for transferring Receivables and other property to the Trust specified in Section 2.1(b)(1) of the Sale and Servicing Agreement shall have been satisfied; (vi) The Seller, the Owner Trustee, the General Partner, AFL and ARFC II shall be in compliance with all of their respective covenants contained in the Trust Agreement, the Sale and Servicing Agreement, the Purchase Agreement, each Assignment Agreement, each Transfer Agreement, the Indenture and this Note Purchase Agreement; (vii) No Note Purchase Termination Event, or event which with the giving of notice or passage of time could become a Note Purchase Termination Event, shall have occurred; (viii) The Maximum Purchases of the DFC Purchasers under the DFC Asset Purchase Agreement and the credit and/or liquidity coverage committed under the Program Facilities shall be in the amounts required to maintain the then-current ratings of the Purchaser's Notes; and (ix) the aggregate Certificate Balance of the Investor Certificates shall equal at least one twelve (112) Business Day’s prior written notice percent of the sum of the Facility Balance. (b) Each Incremental Purchase shall be requested in a form set forth minimum aggregate principal amount of $5,000,000; PROVIDED, that an Incremental Purchase may be requested in such lesser amount as Exhibit II hereto remains available under the Purchaser's Purchase Commitment. (c) The Purchaser shall not be required to make any Incremental Purchase if, after giving effect to such funding, the Outstanding Amount of the Notes will exceed the Purchaser's Purchase Commitment. (d) The purchase price of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject equal to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction 100% of the applicable conditions precedent set forth increase in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) Outstanding Amount of the requested Notes (the "Purchase Price").

Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrator Administrative Agent and each Purchaser Agent the Facility Agents with at least one (1) Business Day’s prior written a notice in a substantially the form set forth as of Exhibit II E hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon 1:00 p.m. (New York City time) on the at least two Business Day Days prior to the Purchase Dateeach Incremental Purchase. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the requested Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Groupbased on their respective Purchase Group Percentages) and (b) the Purchase Date. Following receipt date of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the such requested Incremental Purchase. If Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Uncommitted Purchaser (in its sole discretion) elects Purchase Group chooses not to fund purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be funded ratably by in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)related Purchase Group Percentage of each Incremental Purchase. On each Purchase Date, upon satisfaction of Reimbursement Purchases will be made on the applicable conditions precedent same terms as are set forth in Article VIthis Section 2.02, each applicable Purchaser except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall deposit to be $1,000,000 and (iii) the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of Purchase Notice shall be delivered by the requested Purchase PriceAdministrative Agent.

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

Incremental Purchases. Seller shall provide the Administrator Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Purchaser Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a form set forth as Exhibit II II-A hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon ); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York time) on the Business Day prior to the Purchase Date). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group5,000,000) and date of purchase, (b) in the case of an Incremental Purchase Dateto be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the applicable Purchaser Agent Commercial Paper Purchase Groups will determine whether the related Uncommitted Purchaser will fund Conduit Purchasers in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. If In the event that a Purchase Group has more than one Conduit Purchaser, the related Managing Agent may allocate the related Purchase Group Share of the Purchase Price for Incremental Purchases among such Uncommitted Purchaser (Conduit Purchasers in its sole discretion) elects not . If the Conduit Purchasers in any Commercial Paper Purchase Group decline to fund participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the requested Incremental Purchase shall be funded made by the related Committed Purchaser(s) in its related Purchase Group ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)their Pro Rata Shares. On the date of each Incremental Purchase Date(other than to the extent that the proceeds of such Incremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Purchasers in each applicable Purchaser Purchase Group shall deposit initiate a wire transfer of immediately available funds to the Facility Account, in immediately available fundsaccount specified by Seller, no later than 2:00 p.m. 12:00 noon (New York time), in an aggregate amount equal to such Purchaser’s portion (based on each Purchaser Purchase Group’s Ratable Purchase Group Share and, if applicable, such Purchaser’s Available Commitment) of the Purchase Price for such Incremental Purchase. In no event shall the Purchasers be obligated to make more than fifteen (15) Incremental Purchases requested Purchase Priceby Seller during any calendar month.

Incremental Purchases. (a) Subject to the terms and conditions hereof, including Section 3.03 and, as applicable, Section 3.04, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrator Administrative Agent and each Purchaser Agent the Facility Agents with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) Notice by 12:00 noon 1:00 p.m. (New York City time) on the at least two Business Day Days prior to the Purchase Dateeach Incremental Purchase. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the requested Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Groupbased on their respective Purchase Group Percentages) and (b) the Purchase Date. Following receipt date of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the such requested Incremental Purchase. If Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Uncommitted Purchaser (in its sole discretion) elects Purchase Group chooses not to fund purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 and, as applicable, Section 3.04, hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase on or after the Termination Date. Each Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On an aggregate amount of at least $1,000,000 or any higher multiple of $100,000 per each Purchase Date, upon satisfaction Group. Each Facility Agent shall purchase its related Purchase Group Percentage of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit Incremental Purchase. (b) Notwithstanding anything to the Facility Accountcontrary in this Agreement, in immediately available funds, no later than 2:00 p.m. (New York time), an to the extent that the Seller delivers a Purchase Notice pursuant to Section 2.02(a) specifying the amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price and the allocation thereof among the Purchase Groups, each Facility Agent may notify the Seller, the Servicer and the Administrative Agent in writing, before the proposed date of the Incremental Purchase, of the election of the Purchasers in its Purchase Group to fund their portion of such requested Purchase Price (the “Deferrable Purchase Price”) not on the requested date of such Purchase, but rather on a day that falls no later than the thirty-second (32nd) day (or if such day is not a Business Day, the next succeeding Business Day) following the date on which the related Purchase Notice is delivered (a “Deferred Purchase Date”). In the event of such an election to defer by any Purchase Group, the Seller shall have the option to cancel the Purchase Notice by prompt notice to all the Purchase Groups, and in the absence of such cancellation, (i) the Committed Purchasers in the Purchase Groups which did not elect to defer the Purchase shall be obligated to fund their portion of the Purchase Price on the applicable requested date of Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Purchase shall be obligated to fund the Deferrable Purchase Price on the applicable Deferred Purchase Date and (ii) the applicable Deferrable Purchase Price shall not be taken into account in determining the Net Investment of the deferring Purchase Group until such time as it has been funded other than for purposes of calculating such Purchase Group’s available Purchase Group Maximum Net Investment.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Administrator Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day’s prior written notice ) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a form set forth as Exhibit II hereto minimum amount of each $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase (eachAmount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless, upon such request, a “Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase Notice”) from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent’s Account by no later than 12:00 noon (New York Chicago time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether shall transfer to the related Uncommitted Purchaser will fund Seller Account the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the proceeds of any Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility extent of funds actually received by such Purchaser Agent in such Purchaser Agent’s Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

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

Incremental Purchases. Not later than the close of business on the second Business Day prior to each proposed Incremental Purchase, Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, 1,000,000 or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date; PROVIDED, HOWEVER, that not more than four (4) Incremental Purchases may be made in any calendar month. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will Blue Ridge agrees to fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not Blue Ridge declines to fund an a proposed Incremental Purchase, Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase shall of the Receivable Interest will be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)the Liquidity Banks. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser Blue Ridge or the Liquidity Banks, as applicable, shall deposit to the Facility Account, Account in immediately available funds, as soon as practicable but in no event later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share andi) in the case of Blue Ridge, if applicablethe aggregate Purchase Price of the Receivable Interests Blue Ridge is then purchasing or (ii) in the case of a Liquidity Bank, such Purchaser’s Available Commitment) Liquidity Bank's Pro Rata Share of the requested aggregate Purchase PricePrice of the Receivable Interests the Liquidity Banks are purchasing.

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Administrator Agent and each Purchaser the Co-Agent with at least one two (12) Business Day’s Days’ prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, US$2,000,000 or a larger integral multiple of $100,000US$500,000), with respect the amounts corresponding to each Purchaser Group) Wachovia’s and CIT/BC’s respective Funding Percentages of such Purchase Price and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser . (in its sole discretionb) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers [Intentionally deleted]. (in accordance with such Related Committed Purchasers’ Available Commitments). c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser (i) Wachovia shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) its Funding Percentage of the requested aggregate Purchase PricePrice of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC’s Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC’s Invested Amount, on the one hand, and Wachovia’s Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

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

Incremental Purchases. The Seller shall provide the each Administrator and each Purchaser Agent with at least one (1) three Business Day’s Days' prior written notice in a form set forth as Exhibit II D hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except Except as set forth below, each Purchase Notice shall be irrevocable and shall specify the requested Purchase Price increase in the aggregate Investment outstanding hereunder (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group10,000,000) and date of purchase (which, in the case of any Incremental Purchase (after the initial purchase hereunder), may be on any Business Day) and, in the case of an Incremental Purchase which is to be funded by the Committed Purchasers (which Incremental Purchase shall be so funded in the event of a Conduit Refusal (as defined hereinbelow), provided the Seller does not cancel the Purchase DateNotice) the requested Alternative Rate. Following receipt of a Purchase Notice, the applicable Purchaser Agent each Administrator will determine whether the related Uncommitted Conduit Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not Related Group agrees to fund an make the portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase, notify the Seller if its Conduit Purchaser declines to make the portion of the Incremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the Seller may cancel the Purchase Notice or, in the absence of such a cancellation, such portion of the Purchase shall be made by the Committed Purchasers in such Related Group. Unless it is notified of a Conduit Refusal on or prior to the date of Purchase, the Incremental Purchase Seller shall be funded ratably entitled to assume that the portion of the Purchase contemplated in such Purchase Notice shall be made by its the Conduit Purchasers in such Administrator's Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)Group. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser the Conduit Purchasers (or if a Conduit Refusal has occurred and the Purchase Notice has not been canceled, the Committed Purchasers) participating in such Incremental Purchase shall deposit to the Facility AccountSeller's account at SunTrust Bank, in Atlanta, Account Number 8800428503, ABA Number 061000000, xx immediately available funds, no later than 2:00 4:30 p.m. (New York time), an amount equal to such (i) in the case of a Conduit Purchaser’s , the portion of the increase in the aggregate Investment which is to be funded by its Related Group (which portion shall be determined based on each Purchaser Group’s Ratable Share and, if applicablethe ratio which the Related Group Limit for such Related Group bears to the aggregate of the Related Group Limits for all Related Groups hereunder) or (ii) in the case of a Committed Purchaser, such Committed Purchaser’s Available Commitment) 's Pro Rata Share of the requested Purchase Priceportion of the increase in the aggregate Investment which is to be funded by its Related Group.

Incremental Purchases. Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (eachincluding by telecopier or other facsimile communication) substantially in the form of Exhibit A, a “Purchase Notice”) by 12:00 noon 10:00 a.m. (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase, the Seller shall automatically be deemed to have requested the Incremental Purchase from the Committed Purchasers (which such request may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Designated Account the proceeds of any Incremental Purchase delivered into the Agent's Account. Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, 2000. (d) Section 1.3 of the Sale Agreement is hereby deleted and replaced with the following:

Incremental Purchases. Seller shall In order to request an Incremental Purchase from a Purchaser, the Seller, acting pursuant to instructions from an Originator, must provide the Administrator and to each Purchaser Agent with at least one an irrevocable written request substantially in the form of Exhibit A, by 4:00 p.m. (1New York time) two Business Days before the requested date, which shall in any event be a Settlement Date unless otherwise approved by each Purchaser Agent (the “Purchase Date”) of such Funding, or such later time or day as the Purchaser Agents may agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day’s prior written notice ) and the requested Cash Purchase Price of such Funding, which must be in a form set forth minimum amount of $1,000,000 (or, if less, an amount equal to the Maximum Incremental Purchase Amount). Subject to Section 7.2 and the other terms and conditions hereof, the Purchasers shall transfer to the Seller Account the Cash Purchase Price (or portion thereof) on the requested Purchase Date. All Incremental Purchases must be requested from each Purchaser Group's Conduit Purchasers in accordance with their Ratable Share; provided, however, that if any such Purchaser Group does not have a Conduit Purchaser, such portion of the Incremental Purchase shall be made by the Bank Purchasers of such Purchaser Group. Each Purchaser Agent shall promptly notify the related Purchasers from which a Funding is requested of the contents of such request. If an Incremental Purchase is requested from a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, each Conduit Purchaser or the Bank Purchasers, as Exhibit II hereto the case may be, for a Purchaser Group shall transfer the applicable Purchaser Group's Ratable Share of the requested Cash Purchase Price (and, in the case of each Incremental Bank Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Cash Purchase (each, a “Purchase Notice”Price) into the Agent's Account by 12:00 noon no later than 1:00 p.m. (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice The Agent shall be subject promptly transfer to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple Seller Account the cash proceeds of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the any Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of delivered into the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Agent's Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. The Seller shall provide the each Administrator and each Purchaser Agent with at least one (1) three Business Day’s Days' prior written notice in a form set forth as Exhibit II D hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except Except as set forth below, each Purchase Notice shall be irrevocable and shall specify the requested Purchase Price (which which, except as otherwise provided in Section 3.07, shall be expressed in U.S. Dollars and shall not be less than U.S. $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group10,000,000) and date of purchase (which, in the case of any Incremental Purchase Date(after the initial purchase hereunder), may be on any Business Day). Following receipt of a Purchase Notice, the applicable Purchaser Agent each Administrator will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not Related Group agrees to fund an make the portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase, notify the Seller if its Purchaser declines to make the portion of the Incremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the Purchase Notice shall be deemed to be cancelled. Unless it is notified of a Conduit Refusal on or prior to the date of Purchase, the Incremental Purchase Seller shall be funded ratably entitled to assume that the portion of the Purchase contemplated in such Purchase Notice shall be made by its the Purchasers in such Administrator's Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)Group. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VIVII, each the Seller hereby Transfers to the Agent, on behalf of the applicable Purchaser Purchasers, the Ownership Interests which are the subject of such Incremental Purchase and, if requested by the Agent as additional evidence of such Transfer, shall execute such conveyance documents in respect of such Transfer as the Agent may reasonably request, and the Purchasers participating in such Incremental Purchase shall deposit to the Facility AccountSeller's account identified in the Purchase Notice related to such Incremental Purchase, in immediately available funds, no later than 2:00 4:30 p.m. (New York time), an amount in U.S. Dollars equal to such Purchaser’s the portion (of the Purchase Price which is to be funded by its Related Group, based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) the terms of the requested Purchase Priceany applicable Joinder Agreement.

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

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Administrator Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day’s prior written notice ) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a form set forth as Exhibit II hereto minimum amount of each $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase (eachAmount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a “Purchase Notice”) is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (New York Chicago time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether shall transfer to the related Uncommitted Purchaser will fund Seller Account the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the proceeds of any Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Administrator Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase Days before the requested date (each, a the “Purchase NoticeDate”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof andof such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Seller’s portion Account its Ratable Share amount of such Incremental Purchase by no later than 12:00 noon (based Chicago time) on the Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share and, if applicable, of such PurchaserPurchase into the Seller’s Available CommitmentAccount by no later than 12:00 noon (Chicago time) of on the requested Purchase PriceDate (which in no event will be earlier than three Business Days after such request is made to the Related Bank Purchasers).

Incremental Purchases. Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice Except as provided below, in a form set forth as Exhibit II hereto of each order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (eachincluding by telecopier or other facsimile communication) substantially in the form of Exhibit A, a “Purchase Notice”) by 12:00 noon 10:00 a.m. (New York Chicago time) on three Business Days before the Business Day prior to requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof andis requested from Windmill or from the Committed Purchasers, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price Date (which shall not must be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the "Purchase Date. Following receipt Amount") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers (except as provided below) in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Date, upon satisfaction a minimum amount of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. $1,000,000 and multiples thereof (New York time)or, an amount equal to the Maximum Incremental Purchase Amount). Notwithstanding the foregoing, in the event that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), the Seller shall be deemed to make a request for an Incremental Purchase from the Committed Purchasers in an amount equal to the amount of Collections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, subject to Section 7.2 hereof, the Committed Purchasers shall fund such Purchaser’s portion (based on Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If the Incremental Purchase is requested from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account.

Incremental Purchases. The Seller shall provide may, at any time prior to the Administrator and each Termination Date, request that the Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each make an Incremental Purchase. In order to request an Incremental Purchase from the Purchaser, the Seller must provide to the Agent an irrevocable written request (eachincluding by telecopier or other facsimile communication), a “Purchase Notice”) substantially in the form of Exhibit A, by 12:00 noon 11:00 a.m. (New York City time) on three Business Days before the Business Day prior to requested date (the “Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and”) of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to such Purchaser’s portion (based the Maximum Incremental Purchase Amount); provided, however, that notwithstanding the foregoing, solely with respect to the first Purchase made hereunder on each Purchaser Group’s Ratable Share andJune 1, if applicable2012, such Purchaserwritten request may be delivered to the Agent on the date hereof. The Agent shall promptly notify the Purchaser of the contents of any such request. Subject to Section 7.2 and the other terms and conditions hereof, the Purchaser shall transfer to the Agent’s Available Commitment) Account the amount of such Incremental Purchase on the requested Purchase PriceDate. The Agent shall not later than 3:00 p.m. New York City time on the related Purchase Date initiate a wire transfer to the Seller Account the proceeds of any Incremental Purchase to the Agent’s Account in immediately available funds.

Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller shall must provide to the Administrator Agent and each Purchaser Agent with at least one an irrevocable written request (1including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Day’s prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase Days before the requested date (each, a the “Purchase NoticeDate”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof andof such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the requested amount (the “Purchase Date. Following receipt Amount”) of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless such Purchaser Group does not include a Conduit Purchaser or a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller’s portion request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Seller’s Account its Ratable Share amount of such Incremental Purchase by no later than 12:00 noon (based Chicago time) on the Purchase Date. If the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser under the circumstances permitted herein three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share and, if applicable, of such PurchaserPurchase into the Seller’s Available CommitmentAccount by no later than 12:00 noon (Chicago time) of on the requested Purchase PriceDate (which in no event will be earlier than three Business Days after such request is made to the Related Bank Purchasers).

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Administrator Agent and each Purchaser the Co-Agent with at least one two (12) Business Day’s Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, US$2,000,000 or a larger integral multiple of $100,000US$500,000), with respect the amounts corresponding to each Purchaser the VFCC Group) 's and CIT/BC's respective Funding Percentages of such Purchase Price and the Purchase Date. . (b) Following the Agent's receipt of a each Purchase Notice, the applicable Purchaser Agent will determine whether VFCC agrees to make the related Uncommitted Purchaser will fund VFCC Group's Funding Percentage of the requested Incremental Purchaseproposed purchase. If such Uncommitted Purchaser (in its sole discretion) elects not VFCC declines to fund an Incremental Purchasemake the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase shall will be funded ratably made by its Related Committed Purchasers the Liquidity Banks. (in accordance with such Related Committed Purchasers’ Available Commitments). c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser (i) VFCC or the Liquidity Banks, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to such Purchaser’s portion (based on each Purchaser A) in the case of VFCC, the VFCC Group’s Ratable Share and, if applicable's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Purchaser’s Available Commitment) Liquidity Bank's Pro Rata Share of the requested VFCC Group's Funding Percentage of the aggregate Purchase PricePrice of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

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

Incremental Purchases. Seller shall provide the Administrator and each Purchaser Administrative Agent with at least one two (12) Business Day’s Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable (subject to the proviso below) and shall specify the requested Purchase Price (which shall not be less than $500,000, 1,000,000 or a larger integral multiple of $100,000, with respect to each Purchaser Group) and the Purchase Date (which, in the case of any Incremental Purchase after the initial Purchase hereunder, shall only be on a Settlement Date). Following receipt of a Purchase Notice, the applicable Purchaser Administrative Agent will determine whether Blue Ridge and/or the related Uncommitted Purchaser Committed Investors will fund the requested Incremental Purchase. If Purchase through the issuance of Commercial Paper or through a Liquidity Funding or an Investor Funding; provided, however that if the Administrative Agent shall determine that such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall be funded ratably by its Related Committed Purchasers (in accordance with made through a Liquidity Funding or an Investor Funding, it shall notify the Seller of such Related Committed Purchasers’ Available Commitments)determination and the Seller may cancel such Purchase Notice. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, each unless otherwise instructed in the applicable Purchaser Purchase Notice, Blue Ridge shall deposit to the Facility AccountAccount an amount equal to the requested Purchase Price, in immediately available fundsor if Blue Ridge shall decline to make the Purchase, no later than 2:00 p.m. (New York time), each Committed Investor shall deposit to the Facility Account an amount equal to such Purchaser’s portion (based on each Purchaser Group’s Ratable Committed Investor's Pro Rata Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase Price.