Common use of Making Purchases Clause in Contracts

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator and each Agent (who will forward such notice to the applicable Purchaser Agent Agent) in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall specify the desired amount and date of such purchase and the desired duration of the initial Yield Period for the related Portion of the Investment of such Participation; provided each proposed purchase shall be a Business Day) and (C) in the pro forma calculation amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. Each Purchaser Agent shall select the duration of such initial Yield Period with respect to the Portion of the Purchased Interest after giving effect Investment funded by the Purchaser(s) for which it is acting as Purchaser Agent and each subsequent Yield Period in connection with such Portion of Investment in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to the increase in the Aggregate Capital resulting from such purchaseaccommodate Seller’s preferences. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant Participation of any Purchaser, such Purchaser shall, subject to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as 1.1(a) and the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to its Purchaser Agent (at its address set forth on the Seller signature pages hereto or of the applicable Joinder Agreement), in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its Pro Rata Share (subject to Section 1.13) of the portion amount of Capital relating such purchase. Upon receipt of such funds, each such Purchaser Agent shall make such funds immediately available to the undivided percentage ownership interest then being purchased by Seller at such Purchaseraddress. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer to apply Collections as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to such Pool ReceivablesReceivables and Related Security , (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and all amounts on deposit therein, the Cash Reserve Account and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Agent, given not later than 11:00 a.m. (New York time) (i) on the third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest hereunder to initially bearing Yield at the Applicable LIBO Rate and (ii) on the Business Day of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield at the Applicable Base Rate. Each such notice of a proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be made by telephone (confirmed promptly thereafter in cash on any day upon the Seller’s irrevocable written notice writing) or facsimile, in substantially the form of Annex B (eachExhibit F hereto, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before shall specify the requested aggregate amount of such Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (and the requested Business Day of such amount, which shall not be less than $5,000,000 and Purchase. Each Purchase of any Receivable Interest under this Section 2.2 shall be in an aggregate amount which is an integral multiples multiple of $1,000,000 in excess thereof, being and which is not less than the Capital relating to lesser of $10,000,000 and the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation remaining available balance of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCommitments. (b) The Agent shall give each Purchaser prompt notice of such notice of such proposed Purchase, the date of such Purchase, and the amount of such Purchaser’s Capital Investment in connection with such Purchase, by telephone or telefax. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IISection 3.2, make available to the Agent its Ratable Portion of the aggregate amount of such Purchase by deposit of such Ratable Portion in same day funds to the Agent’s Account, and, after receipt by the Agent of such funds, the Agent shall cause such funds to be made immediately available to the Seller at the Seller’s Account. (c) Each Notice of Purchase delivered pursuant to Section 2.2(a) shall be irrevocable and binding on the Seller. (d) Unless the Agent shall have received notice from a Purchaser prior to the date of any Purchase that such Purchaser will not make available to the Agent such Purchaser’s Ratable Portion of such Purchase, the Agent may assume that such Purchaser has made such Ratable Portion available to the Agent on the date of such Purchase in accordance with Section 2.2(b), and the Agent may, in reliance upon such assumption, make available to the Seller on such date a corresponding amount. However, if the Agent has received such notice from such Purchaser, the Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that such Purchaser (other than a Purchaser that has delivered to the Agent a notice of the type described in same day fundsthe two immediately preceding sentences) shall not have made such Ratable Portion available to the Agent and the Agent has made such Ratable Portion available to the Seller, at such Purchaser and the Purchase Account Seller severally agree to pay (or such other account as may be designated in writing to the extent not repaid by the Seller or such Purchaser, respectively) to the Administrator and Agent promptly on demand such corresponding amount together with interest thereon, for each Purchaser Agent), an day from the date such amount equal is made available to the portion of Capital relating Seller until the date such amount is repaid to the undivided percentage ownership interest then being purchased by Agent, at (i) in the case of the Seller, the Yield applicable to such amount and (ii) in the case of such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns Federal Funds Rate. If such Purchaser shall repay to the Administrator for the benefit of the Purchasers (ratablyAgent such corresponding amount, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each amount so repaid shall constitute such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to Ratable Portion of such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all Purchase for purposes of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the The failure of any Related Committed Purchaser or LC Participant to make a payment in connection with available such Purchaser’s Ratable Portion of any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation, if any, hereunder to make payment available such other Purchaser’s Ratable Portion of such Purchase on the date of such Purchase, but no Purchaser shall be responsible for the failure of any Funded other Purchaser to make available such other Purchaser’s Ratable Portion of such Purchase or on the date of any Purchase. Nothing herein shall prejudice any rights that the Seller may have against any Purchaser as a result of any default by such drawingPurchaser hereunder.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (eachAgent, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 11:00 a.m. (New York City time) at least two (i) on the third Business Days Day before the requested date of such Purchase Datein the case of the Purchase of any Receivable Interest initially bearing Yield at the Citicorp LIBO Rate and (ii) on the Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield at the Citicorp Base Rate. Each such notice of a proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit F hereto, and which notice shall specify (A) the requested aggregate amount requested of such Purchase to be paid to the Seller (and the requested Business Day of such amount, which Purchase. Each Purchase of any Receivable Interest initially bearing Yield at the Citicorp LIBO Rate shall be in an aggregate amount of not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and each Purchase of any Receivable Interest initially bearing Yield at the Citicorp Base Rate shall be in an aggregate amount of not less than $1,000,000 or an integral multiples multiple of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) The Agent shall give each Purchaser prompt notice of such notice of such proposed Purchase, the date of such Purchase, and the amount of Capital to be paid by such Purchaser in connection with such Purchase, by telephone or telefax. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Agent its ratable share of the aggregate amount of such Purchase by deposit of such ratable share in same day funds to the Agent’s Account, and, after receipt by the Agent of such funds, the Agent shall cause such funds to be made immediately available to the Seller at the Seller’s Account. (c) Each Notice of Purchase delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Seller. The Seller shall indemnify each Purchaser against any actual loss or expense incurred by such Purchaser as a result of any failure to fulfill on or before the date of any proposed Purchase (as to which a Notice of Purchase has been given pursuant to Section 2.02(a)) the applicable conditions set forth in Article III, including, without limitation, any actual loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Purchaser to fund its ratable portion of such proposed Purchase when such Purchase, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Purchaser prior to the date of any Purchase that such Purchaser will not make available to the Agent such Purchaser’s ratable portion of such Purchase, the Agent may assume that such Purchaser has made such portion available to the Agent on the date of such Purchase in accordance with Section 2.02(b), and the Agent may, in reliance upon such assumption, make available to the Seller on such date a corresponding amount. However, if the Agent has received such notice from such Purchaser, the Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that such Purchaser (other than a Purchaser that has delivered to the Agent a notice of the type described in same day fundsthe two immediately preceding sentences) shall not have made such ratable portion available to the Agent and the Agent has made such ratable portion available to the Seller, at such Purchaser and the Purchase Account Seller severally agree to pay (or such other account as may be designated in writing to the extent not repaid by the Seller or such Purchaser, respectively) to the Administrator and Agent forthwith on demand such corresponding amount together with interest thereon, for each Purchaser Agent), an day from the date such amount equal is made available to the portion of Capital relating Seller until the date such amount is repaid to the undivided percentage ownership interest then being purchased by Agent, at (i) in the case of the Seller, the Yield applicable to such amount and (ii) in the case of such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns Federal Funds Rate. If such Purchaser shall repay to the Administrator for the benefit of the Purchasers (ratablyAgent such corresponding amount, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each amount so repaid shall constitute such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to ratable portion of such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all Purchase for purposes of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the The failure of any Related Committed Purchaser or LC Participant to make a payment in connection with available such Purchaser’s ratable portion of any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation, if any, hereunder to make payment available such other Purchaser’s ratable portion of such Purchase on the date of such Purchase, but no Purchaser shall be responsible for the failure of any Funded other Purchaser to make available such other Purchaser’s ratable portion of such Purchase or on the date of any Purchase. Nothing herein shall prejudice any rights that the Seller may have against any Purchaser as a result of any default by such drawingPurchaser hereunder.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before noon, New York City time) at least two one Business Days Day before the requested Purchase Date, and which notice shall specify specify, (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 2,500,000 (or such lesser amount as agreed to by the Administrator and each Purchaser Agent) and shall be in integral multiples of $1,000,000 250,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Administrator by wire transfer to the Administration Account, no later than noon (New York time), an amount in immediately available funds equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. Upon receipt of such amounts by the Administrator in the Administration Account, the Administrator shall no later than 3:00 p.m. (New York time) make available to the Seller in same day funds, at funds on the date of such purchase by deposit to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser AgentAdministrator), an amount equal to such amounts received by the portion of Capital relating to Administrator in the undivided percentage ownership interest then being purchased by such PurchaserAdministration Account. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount Exposure outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest interest, subject to the terms hereof (including, without limitation, the settlement provisions of Section 1.4), in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the LC Collateral Account, the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists shall have occurred and is be continuing, the Seller may request, in a request the extension of the Scheduled Commitment Termination Date by providing written notice given to the Administrator and each Purchaser Agent, not less than 30 days and ; provided such request is made not more than 90 days prior to each anniversary of to, and not less than 60 days prior to, the Closing Date, that the then-then current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Commitment Termination Date. In the event that the Purchasers in any Purchaser Group are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers any Purchaser may accept or decline such a request in their its sole and absolute discretion and on such terms as they may elect) not less than 30 days prior to the then current Scheduled Commitment Termination Date, and the Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall enter into such documents as be paid by the Purchasers may reasonably deem necessary or appropriate to reflect such extensionSeller. In the event the Purchasers in any Purchaser Group decline declines the request for such extension, such Purchasers Purchaser (or their its Purchaser Agent) shall so notify the Administrator, Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding the determination to decline such extension request within 30 days following receipt of such request shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to be a refusal by such Purchasers have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Facility Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentenceall Purchasers, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)) and the Commitment Percentages and Commitments shall be appropriately adjusted. (f) The Seller may, with the written consent of the Administrator and each Purchaser Agent, which consent may be granted or withheld in their sole discretion, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Related Committed Purchaser or related LC Bank to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, that the Commitment of any Related Committed Purchaser or related LC Bank may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser or Related Committed Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator, each Purchaser Agent and the Seller, an Assumption Agreement in the form of Annex F hereto (which Assumption Agreement shall, in the case of any new Conduit Purchaser or Related Committed Purchaser, be executed by each Person in such new Purchaser’s Purchaser Group). (g) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first funded by the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be funded by each other Purchaser Group ratably and applied in accordance with this paragraph (g)). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Revolving Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator Agent (who will forward such notice to the applicable Purchaser Agent) and each Purchaser Agent the Insurer in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall specify the desired amount and date of such purchase and the desired duration of the initial Yield Period for the related Portion of the Investment of such Participation; provided each proposed purchase shall be a Business Day) and (C) in the pro forma calculation amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. Each Purchaser Agent shall select the duration of such initial Yield Period with respect to the Portion of the Purchased Interest after giving effect Investment funded by the Purchaser(s) for which it is acting as Purchaser Agent and each subsequent Yield Period in connection with such Portion of Investment in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to accommodate Seller’s preferences. Each purchase of undivided ownership interests with regard to any Participation of any Term Purchaser shall be made in accordance with the increase terms set forth in the Aggregate Capital resulting from such purchaserelated Joinder Agreement. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant Participation of any Revolving Purchaser, such Revolving Purchaser shall, subject to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as 1.1(a) and the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to its Purchaser Agent (at its address set forth on the Seller signature pages hereto or of the applicable Joinder Agreement), in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its Revolving Share of the portion amount of Capital relating such purchase. Upon receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. On the date of each purchase (but not reinvestment) of undivided percentage ownership interest then being purchased by interests with regard to the Participation of any Term Purchaser, such PurchaserTerm Purchaser shall, subject to Section 1.1(a) and the satisfaction of the applicable conditions set forth in Exhibit II hereto and (if applicable) set forth in the related Joinder Agreement, make available to its Purchaser Agent (at its address set forth on the signature pages hereto or of the applicable Joinder Agreement) the amount of such purchase in same day funds, and after such Purchaser Agent’s receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablySecured Parties, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement, the Insurance Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer that Collections be applied to the Participations as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including including, without limitation, any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and the Cash Reserve Account and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request shall provide the Agent with a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made notice, in cash on any day upon the Seller’s irrevocable written notice in substantially the form of Annex B Exhibit VIII hereto (each, each a “"Purchase Notice”"), at least (i) delivered three Business Days prior to the Administrator and each Purchaser Agent date of an Incremental Purchase in accordance with Section 5.2the event the applicable Discount Rate is requested to be the LIBO Rate, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City timeii) at least two Business Days before prior to the date of an Incremental Purchase in the event the applicable Discount Rate is requested to be the CP Rate and (iii) one Business Day prior to the date of an Incremental Purchase in the event the applicable Discount Rate is requested to be the Base Rate. Each Purchase Notice shall, except as set forth below, be irrevocable and shall specify the requested Purchase Date, and which notice shall specify Price (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 than, and shall be in an integral multiples of multiple of, $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B1,000,000) the and date of such purchase (which shall be a Business Day) and (C) purchase, together with the pro forma calculation duration of the Purchased Interest after giving effect initial Tranche Period and the initial Discount Rate related thereto. Following receipt of a Purchase Notice, the Agent will determine whether Falcon agrees to make the increase in purchase. If Falcon declines to make a proposed purchase, the Aggregate Capital resulting from such purchaseSeller may cancel the Purchase Notice or the Incremental Purchase of the Receivable Interests will be made by the Investors. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Exhibit IIArticle IV, make available Falcon or each Investor, as applicable, shall deposit to the Seller Facility Account, in same day immediately available funds, at the Purchase Account no later than 12:00 noon (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser AgentChicago time), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) in the case of Falcon, the aggregate Purchase Price of each Pool Receivable Interests Falcon is then existing, purchasing or (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds ofin the case of an Investor, such Pool Receivables and Related Security. (d) To secure all Investor's Pro Rata Share of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit aggregate Purchase Price of each of the Administrator, Receivable Interests the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCInvestors are purchasing. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) Each Purchase of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Eligible Assets shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before Days' notice from the requested Seller to the Agent, or on such other notice period as the Seller and the Agent (with the consent or at the request of the Managing Agents) shall agree. Each such notice of such proposed Purchase Date, and which notice shall specify the desired aggregate amount (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000) date and duration of the initial Fixed Period for each Eligible Asset to be purchased. The Agent shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to promptly notify each Purchaser Group), (B) the date Managing Agent of such purchase (which notice of such proposed Purchase. Each Investor shall be a Business Day) promptly notify its Managing Agent and (C) the pro forma calculation Agent whether such Investor has determined to make such Purchase. If any Investor so notifies its Managing Agent and the Agent that it has determined not to make such Purchase and any other Investor agrees to make such Purchase in the place of such Investor, the Investor so making such Purchase shall notify its Managing Agent and the Agent of such agreement and its share for such Purchase. The Agent shall promptly thereafter notify the Seller of the Purchased Interest after giving effect identity of the Investors, if any, that have determined to the increase in the Aggregate Capital resulting from make such purchasePurchase and their respective shares therefor. (b) On the date of each purchase requested by Purchase, the Seller pursuant to Section 1.2(a), Managing Agent for each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Investor making a Purchase shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller the amount of such Investor's Purchase by deposit of such amount in same day funds, funds to the Seller at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserSeller's Account. (c) Effective on The Managing Agent for each Investor owning any Eligible Asset shall notify each of the date of each Purchase pursuant to this AgreementAgent, the Seller hereby sells and assigns the Collection Agent, by 11:00 a.m. (New York City time) on the last day of each Settlement Period for such Eligible Asset for which the Yield for such Settlement Period shall be determined with reference to the Administrator Investor Rate, of (A) the Investor Rate for such Settlement Period for such Eligible Asset and (B) the benefit amount of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at Yield accrued for such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security Eligible Asset during or with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related SecuritySettlement Period. (d) To secure all CNAI as Agent shall, on the first day of each Fixed Period for each Eligible Asset for which the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants Yield for such Fixed Period shall be determined with reference to the Administrator (for the benefit of the AdministratorAssignee Rate, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement Collection Agent and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) Managing Agents of the Exiting Purchaser(s)Assignee Rate for such Fixed Period. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each purchase of a Receivable Interest by the Purchaser shall be made on at least three (3) Business Days' notice from the Seller may request to the Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being referred to herein as the Capital relating to initial "Capital" of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), and (Bii) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest ). If, after giving effect to the increase in the Aggregate Capital resulting from such purchase, the aggregate outstanding Capital of all Receivable Interests would exceed the Purchaser's Commitment, the Purchaser shall promptly notify the Seller and the Agent whether it has determined to make the requested purchase on the terms specified by the Seller. (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller Seller, in the Seller's Account in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an aggregate amount equal to the portion initial Capital of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserReceivable Interest. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchaser, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased or in respect of which the reinvestment is being made, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, the Purchaser shall not make purchases under this Agreement and at any time in an amount which would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, Program Limit less the “Obligations”), aggregate outstanding Capital held by the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCPurchaser. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, Notwithstanding the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasersforegoing, the Purchaser Agents and shall not be obligated to make purchases under this Section 2.02 at any time in an amount which would exceed the Administrator shall enter into such documents as Purchaser's Commitment less the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller aggregate amount of such determination; provided, that the failure Capital of the Administrator to affirmatively notify Receivable Interests held by the Seller of Purchaser (whether or not any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be portion thereof has been assigned by the Purchaser under a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Liquidity Asset Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sAgreement). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each purchase by the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at least two Business Days before any one time outstanding may have a Yield Rate based on the requested Purchase Date, Adjusted Eurodollar Rate and which that no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples amount being referred to herein as the initial “Capital” of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect toif the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, and other proceeds of, the duration of the initial Yield Period for such Pool Receivables and Related Security. (d) To secure Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the SellerBanks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s obligations Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the such Bank’s “ObligationsRatable Portion”), whether the Seller hereby grants to the Administrator (Yield for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request Yield Period for such extension, such Purchasers (Receivable Interest is calculated based on the Adjusted Eurodollar Rate or their Purchaser Agent) shall so notify the AdministratorAlternate Base Rate, and the Administrator duration of the Yield Period for such Receivable Interest (which shall so notify be one day if the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do has not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sselected another period). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Revolving Purchaser hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) ANNEX A delivered to the Administrator Agent (who will forward such notice to the applicable Purchaser Agent) and each Purchaser Agent the Insurer in accordance with Section 5.2, SECTION 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall specify the desired amount and date of such purchase and the desired duration of the initial Yield Period for the related Portion of the Investment of such Participation; PROVIDED each proposed purchase shall be a Business Day) and (C) in the pro forma calculation amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. Each Purchaser Agent shall select the duration of such initial Yield Period with respect to the Portion of the Purchased Interest after giving effect Investment funded by the Purchaser(s) for which it is acting as Purchaser Agent and each subsequent Yield Period in connection with such Portion of Investment in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to accommodate Seller's preferences. Each purchase of undivided ownership interests with regard to any Participation of any Term Purchaser shall be made in accordance with the increase terms set forth in the Aggregate Capital resulting from such purchaserelated Joinder Agreement. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Participation of any Revolving Purchaser, as the case may be, such Revolving Purchaser shall, upon subject to SECTION 1.1(a) and the satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to its Purchaser Agent (at its address set forth on the Seller signature pages hereto or of the applicable Joinder Agreement), in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its Revolving Share of the portion amount of Capital relating such purchase. Upon receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. On the date of each purchase (but not reinvestment) of undivided percentage ownership interest then being purchased by interests with regard to the Participation of any Term Purchaser, such PurchaserTerm Purchaser shall, subject to SECTION 1.1(a) and the satisfaction of the applicable conditions set forth in EXHIBIT II hereto and (if applicable) set forth in the related Joinder Agreement, make available to its Purchaser Agent (at its address set forth on the signature pages hereto or of the applicable Joinder Agreement) the amount of such purchase in same day funds, and after such Purchaser Agent's receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablySecured Parties, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement, the Insurance Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer that Collections be applied to the Participations as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including including, without limitation, any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and the Cash Reserve Account and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City timeTime) at least two one Business Days Day before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1019275287 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior add additional Persons as Purchasers (either to each anniversary of an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Closing DatePurchase Limit; provided, however, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) Each Purchase by Conduit or the Banks shall be made following delivery by the Servicer, on behalf of undivided percentage ownership interests with regard the Seller, to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form Agent of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received Request by the Administrator and each Purchaser Agent by 1:00 p.m. no later than Noon (New York City time) at least two Business Days before prior to the requested proposed date of Purchase Date, and which notice (or by no later than Noon (New York City time) one Business Day in the case of the initial Purchase hereunder). Each such Purchase Request shall specify (Ai) the amount Purchase Price requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, being referred to herein as the "Capital relating to Investment" of the undivided percentage ownership interest Receivable Interests then being purchased with respect to each Purchaser GroupPurchased), (Bii) the date of such purchase Purchase (which shall be a Business Day) and (Ciii) be accompanied by Computer Tape describing the Receivables that are the subject of the requested Purchase. The Servicer, on behalf of the Seller, shall submit no more than one (1) Purchase Request per calendar week and no more than four (4) Purchase Requests in any calendar month. The Agent shall promptly thereafter notify the Seller whether Conduit has determined to make a Purchase and, if so, whether all of the terms specified by the Seller are acceptable to Conduit. If Conduit has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase. Such notice shall also set forth (i) the pro forma calculation Purchase Price to be paid by each such Bank, which shall be equal to each Bank's Percentage multiplied by the aggregate amount of Capital Investment of the Purchased Receivable Interest after giving effect being purchased and (ii) whether the Yield for such Receivable Interest is to be computed based on the Eurodollar Rate or on the Alternate Base Rate; provided, however, that the Eurodollar Rate may be used only if the related Purchase Notice is given at least two Business Days prior to the increase in the Aggregate Capital resulting from such purchaseproposed Purchase Date. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(asuch Purchase (a "Purchase Date"), each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle VII, in payment of the Purchase Price in respect of such Purchase, (i) deposit a portion of the Purchase Price for such Purchase equal to the Required Reserve Account Amount for such Purchase into the Reserve Account and (ii) make available to the Seller by deposit into an account specified by the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds of an amount equal to the portion remaining amount of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase Price. (c) Effective on the date of each Purchase pursuant to this AgreementSection 2.02, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyparties making such Purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being Purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 2.02 at any time in an amount which would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, Bank Commitment of such Bank less the “Obligations”), the Seller hereby grants to the Administrator (for the benefit sum of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, the aggregate outstanding and unpaid amount of any purchases made by such Bank under the Asset Purchase Agreement plus (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank's ratable share of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)aggregate outstanding Capital Investment held by Conduit. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder Bank's obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such Purchase, but no Bank shall be responsible for the failure of any Funded Purchase or such drawingother Bank to make funds available in connection with any Purchase.

Making Purchases. (a) The Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller may request to the Program Agent and each Investor Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and 1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating proportional to the undivided percentage ownership interest then being purchased with respect to Investor Purchase Limit of each Purchaser Group), (Biii) the date of such purchase (which shall be a Business Day) ), and (Civ) if such Receivable Interest is to be purchased by a Group other than the pro forma calculation Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the increase in Investors. If any Investor with respect to any Group has determined not to make the Aggregate Capital resulting from entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such purchase. (b) On Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of each purchase requested such purchase, the aggregate amount of Capital of Receivable Interest being purchased by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or such Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account Banks (or such other account as may which amount shall be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of the initial Capital relating requested to the undivided percentage ownership interest then being purchased be funded by such Purchaser. (c) Effective on Investor, which such Investor determined not to fund or, in the date case of each Purchase pursuant to this Agreementany Group which does not have an Investor, the Seller hereby sells and assigns entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Administrator Yield for the benefit of the Purchasers (ratably, Fixed Period for such Receivable Interest is calculated based on the Aggregate Capital plus Eurodollar Rate (which, in the LC Participation Amount outstanding case of any Group other than the Fifth Third Group, may be selected only if such notice is given at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants least three Business Days prior to the Administrator (for purchase date) or the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the AdministratorAlternate Base Rate, and the Administrator duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall so notify be one day if the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do has not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sselected another period). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent Agent, in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 100,000, in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased each case with respect to each Purchaser Group), (B) the date of such purchase Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1019825269 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior add additional Persons as Purchasers (either to each anniversary of an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Closing DatePurchase Limit; provided, however, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Seller or the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least (x) one Business Day before the requested purchase date in the case of a purchase of less than $50,000,000 and (y) two Business Days before the requested Purchase Datepurchase date in the case of a purchase of at least $50,000,000, and which notice in each case shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other Mellon Bank, Pittsburgh, Pennsylvania, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 016-7425, ABA# 000000000, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaseras set forth in the applicable Purchase Notice. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to to, and other proceeds of, such Pool ReceivablesReceivables and Related Security, (iv) the Lock-Box Accounts (and the related lock-boxes) and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts (and such related lock-boxes) and such amounts on deposit therein, (v) all books and records of each Receivable, and all rights, remedies, powers and privileges of the Seller in any accounts into which Collections are or may be received and all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds and products of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e. In connection with the transfer of the undivided interest set forth in Section 1.2(c) Provided that no Termination Event or Unmatured Termination Event exists and is continuingthe grant of the security interest in the Pool Assets set forth in this Section 1.2(d), by signing this Agreement in the space provided, the Seller may request, hereby authorizes the filing of all applicable UCC financing statements in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem all necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)jurisdictions. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestment under Section 1.4(c)) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B A (each, a “Purchase Notice”) delivered to the Administrator Agent and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City Agents prior to 2:00 p.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase shall specify the desired amount and date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (which but not reinvestment under Section 1.4(c)) no later than the [**] day following the requested purchase date (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount payable as described in clause (i) below, the Purchaser shall be obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business DayDay prior to such Deferred Purchase Date. Subject to the adjustment of the purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by a Deferring Purchaser. In addition, if there is a Deferring Purchaser: (i) all repayments of Investment shall be made on a pro rata basis across all Purchasers (based on each such Purchaser’s Investment (including, for purposes of this calculation, any deferred purchase amounts which such Purchaser is still obligated to fund prior to the applicable Deferred Purchase Date(s)) as a percentage of the aggregate Investment for all Purchasers (including the aggregate of all outstanding deferred purchase amounts); provided, that amounts allocated to any Deferring Purchaser shall first be applied to reduce any applicable unfulfilled purchase amounts of that Deferring Purchaser (starting with the most recently deferred purchase) without the payment of cash and then, after all such Deferring Purchaser’s unfulfilled purchase amounts have been reduced to zero, applied to reduce such Deferring Purchaser’s Investment through the payment of cash; and (Cii) the future purchase requests and reports shall be calculated on a pro forma basis including the unfulfilled purchase of any Deferring Purchasers (e.g., the calculation of the Purchased Interest after giving effect to Participation shall include such unfulfilled purchases). For the increase avoidance of doubt, no unfulfilled purchase shall accrue Discount or be included in the Aggregate Capital resulting from such purchasecalculation of fees hereunder until funded. (b) On the date of each purchase requested by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Participation of any Purchaser, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon subject to Sections 1.1(a) and 1.2(a) and the satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller its Purchaser Agent, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its pro rata share (based on the Maximum Commitment of such Purchaser as a percentage of the Maximum Amount) of the amount of such purchase. Upon receipt of such funds, each such Purchaser Agent shall make such funds immediately available to the Seller pursuant to the wire instructions provided on the Purchase Notice. Notwithstanding the foregoing, with respect to any Purchaser Group, each Note Issuer in such Purchaser Group may, in its sole discretion, make available to its Purchaser Agent all or a portion of Capital relating the pro rata share of such purchase allocated to such Note Issuer’s Purchaser Group. If a Note Issuer elects not to fund its Purchaser Group’s portion in full, such Note Issuer’s related Purchasers with Maximum Commitments shall, subject to Sections 1.1(a) and 1.2(a) and the undivided percentage ownership interest then being purchased by satisfaction of the applicable conditions set forth in Exhibit II hereto, make available any such Purchasershortfall on such date of purchase. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) Seller’s right, title and interest in, to and under all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer to apply Collections as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to such Pool ReceivablesReceivables and Related Security, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and all amounts on deposit therein, the Cash Reserve Account and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.14(b)), the amount requested to be paid to the Seller with respect to each Conduit Purchaser (such amount, which shall not be less than $5,000,000 and shall be in 300,000 (or an integral multiples multiple of $1,000,000 100,000 in excess thereof), or such lesser amount as is agreed to by the Administrator and each Purchaser Agent, with respect to each Purchaser Group, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Groupby such Conduit Purchaser), (B) the date of such purchase Funded Purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Funded Purchase (but not reinvestment or issuance of a Letter of Credit) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser (or Related Committed Purchaser, as the case may be, related Purchaser Agent on its behalf) shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (PNC Bank, National Association, account number 0000000000, ABA 000000000 or such any other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, an amount equal to the portion of its Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Funded Purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator (for the benefit of the Purchasers (ratably, ratably based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capitaltime,) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Purchasers a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and the CONSOL Guaranty, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, each LC Participant shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably been deemed to make a Funded Purchase hereunder in the event that no Termination Event or Unmatured Termination Event exists such Letter of Credit is subsequently drawn and is continuing, such drawn amount shall not have been reimbursed pursuant to Section 1.14 upon such draw. All such Funded Purchases shall be made ratably by the Seller may request, in a written notice given LC Participants according to the Administrator their Pro Rata Shares and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to shall accrue Discount from the date that is one year after of such then-current Scheduled Termination Datedraw. In the event that the Purchasers any Letter of Credit expires or is surrendered without being drawn (in any Purchaser Group are agreeable to whole or in part) then, in such extensionevent, the Administrator foregoing commitment to make Funded Purchases shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended expire with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as and the case may be, LC Participation Amount shall not relieve any other Related Committed Purchaser or LC Participant automatically reduce by the amount of its obligations hereunder to make payment for any Funded Purchase or such drawingthe Letter of Credit which is no longer outstanding.

Making Purchases. (a) The Seller may request shall provide the Agent and each Managing Agent with at least three Business Days' prior notice (a purchase (but not reinvestment"Purchase Notice") of undivided percentage ownership interests with regard to the Purchased Interest hereunder to each Incremental Purchase. Each Purchase Notice shall, except as set forth below, be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before shall specify the requested Purchase DatePrice (the pro rata share of which, and which notice shall specify (A) the amount requested with respect to be paid to the Seller (such amount, which each Investor in each applicable Purchase Group shall not be less than $5,000,000 1,000,000) and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) purchase, together with the pro forma calculation duration of the Purchased Interest after giving effect initial Tranche Period and the initial Discount Rate related thereto. Following receipt of a Purchase Notice, each Managing Agent will determine whether the Conduit(s) in its Purchase Group agree to make the increase purchase. If any Conduit declines to make a proposed purchase, the Seller may cancel the Purchase Notice in its entirety or, in the Aggregate Capital resulting from absence of such purchasea cancellation, the Incremental Purchase of the Receivable Interests will be made by the Investors in such Conduit's Purchase Group. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Exhibit IIArticle IV, make available each Conduit or the applicable Investors, as applicable, shall deposit to the Seller Facility Account, in same day immediately available funds, at the Purchase Account no later than 11:00 a.m. (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser AgentChicago time), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool in the case of a Conduit, the aggregate Purchase Price of the Receivable then existing, Interests that are being purchased on behalf of such Conduit or (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds ofin the case of an Investor, such Pool Receivables and Related Security. (d) To secure all Investor's Commitment Pro Rata Share of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit aggregate Purchase Price of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to Receivable Interests that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (are being purchased on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCInvestors. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before noon, New York City time) at least two one Business Days Day before the requested Purchase Date, and which notice shall specify specify, (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 2,500,000 (or such lesser amount as agreed to by the Administrator and eachthe Majority Purchaser AgentAgents) and shall be in integral multiples of $1,000,000 250,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Administrator by wire transfer to the Administration Account, no later than noon (New York 740811803 17540157 time), an amount in immediately available funds equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. Upon receipt of such amounts by the Administrator in the Administration Account, the Administrator shall no later than 3:00 p.m. (New York time) make available to the Seller in same day funds, at funds on the date of such purchase by deposit to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser AgentAdministrator), an amount equal to such amounts received by the portion of Capital relating to Administrator in the undivided percentage ownership interest then being purchased by such PurchaserAdministration Account. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount Exposure outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest interest, subject to the terms hereof (including, without limitation, the settlement provisions of Section 1.4), in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the LC Collateral Account, the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists shall have occurred and is be continuing, the Seller may request, in a request the extension of the Scheduled Commitment Termination Date by providing written notice given to the Administrator and each Purchaser Agent, not less than 30 days and ; provided such request is made not more than 90 days prior to each anniversary of to, and not less than 60 days prior to, the Closing Date, that the then-then current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Commitment Termination Date. In the event that the Purchasers in any Purchaser Group are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers any Purchaser may accept or decline such a request in their its sole and absolute discretion and on such terms as they may elect) not less than 30 days prior to the then current Scheduled Commitment Termination Date, and the Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to 740811803 17540157 reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall enter into such documents as be paid by the Purchasers may reasonably deem necessary or appropriate to reflect such extensionSeller. In the event the Purchasers in any Purchaser Group decline declines the request for such extension, such Purchasers Purchaser (or their its Purchaser Agent) shall so notify the Administrator, Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding the determination to decline such extension request within 30 days following receipt of such request shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to be a refusal by such Purchasers have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Facility Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentenceall Purchasers, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)) and the Commitment Percentages and Commitments shall be appropriately adjusted. (f) The Seller may, with the written consent of the Administrator and each Purchaser Agent, which consent may be granted or withheld in their sole discretion, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Related Committed Purchaser or related LC Bank to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, that the Commitment of any Related Committed Purchaser or related LC Bank may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser or Related Committed Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator, each Purchaser Agent and the Seller, an Assumption Agreement in the form of Annex F hereto (which Assumption Agreement shall, in the case of any new Conduit Purchaser or Related Committed Purchaser, be executed by each Person in such new Purchaser’s Purchaser Group). (g) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first funded by the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be funded by each other Purchaser Group ratably and applied in accordance with this paragraph (g)). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser shall be required to make a Purchase 740811803 17540157 pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (eachAgent, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 11:00 A.M. (New York City time) at least two (i) on the third Business Days Day before the requested date of such Purchase Datein the case of the Purchase of any Receivable Interest initially bearing Yield based on the LIBO Rate, and which (ii) on the Business Day of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield based on the Base Rate. Each such notice of a proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit J hereto, and shall specify (Ax) the requested aggregate amount requested to be paid to the Seller of such Purchase (such amount, which shall not be less than $5,000,000 and shall 1,000,000) to be in integral multiples of $1,000,000 in excess thereof, being the Capital relating paid to the undivided percentage ownership interest then being Seller, (y) the Citibank Rate and Settlement Period applicable to the Receivable Interest to be purchased with respect to and (z) the requested Business Day of such Purchase. The Agent shall give each Purchaser Group)prompt notice of such notice of such proposed Purchase, (B) the date of such purchase (which shall Purchase, and the amount of Capital to be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase paid by such Purchaser in the Aggregate Capital resulting from connection with such purchase. (b) Purchase, by telephone or telecopier. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Agent its ratable share of the aggregate amount of such Purchase by deposit of such ratable share in same day funds to the Agent’s Account, and, after receipt by the Agent of such funds, the Agent shall cause such funds to be made immediately available to the Seller at the Seller’s Account. (b) Each Notice of Purchase delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Seller. The Seller shall indemnify each Purchaser against any actual loss or expense incurred by such Purchaser as a result of any failure to fulfill on or before the date of any proposed Purchase (as to which a Notice of Purchase has been given pursuant to Section 2.02(a)) the applicable conditions set forth in Article III, including, without limitation, any actual loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Purchaser to fund its ratable portion of such proposed Purchase when such Purchase, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Purchaser prior to the date of any Purchase that such Purchaser will not make available to the Agent such Purchaser’s ratable portion of such Purchase, the Agent may assume that such Purchaser has made such portion available to the Agent on the date of such Purchase in accordance with Section 2.02(a), and the Agent may, in reliance upon such assumption, make available to the Seller in same day fundson such date a corresponding amount. However, at if the Purchase Account Agent has received such notice from such Purchaser, the Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that such Purchaser shall not have made such ratable portion available to the Agent, such Purchaser and the Seller severally agree to pay (or such other account as may be designated in writing to the extent not repaid by the Seller or such Purchaser, respectively) to the Administrator and Agent forthwith on demand such corresponding amount together with interest thereon, for each Purchaser Agent), an day from the date such amount equal is made available to the portion of Capital relating Seller until the date such amount is repaid to the undivided percentage ownership interest then being purchased by Agent, at (i) in the case of the Seller, the Citibank Rate applicable to such amount and (ii) in the case of such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns Federal Funds Rate. If such Purchaser shall repay to the Administrator for the benefit of the Purchasers (ratablyAgent such corresponding amount, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each amount so repaid shall constitute such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to ratable portion of such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related SecurityPurchase for purposes of this Agreement. (d) To secure all The failure of the Sellerany Purchaser to make available such Purchaser’s obligations (monetary or otherwise) under this Agreement and the ratable portion of any Purchase shall not relieve any other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit Purchaser of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instrumentsits obligation, if any, from time hereunder to time evidencing make available such Lock-Box Accounts and amounts other Purchaser’s ratable portion of such Purchase on deposit thereinthe date of such Purchase, (v) all rights (but none no Purchaser shall be responsible for the failure of any other Purchaser to make available such other Purchaser’s ratable portion of such Purchase on the obligations) date of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCPurchase. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, Either the Seller may request, in a written or the Agent upon notice given to and consent by the other (and upon notice by the Agent to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days Purchaser) received at least three Business Days prior to each anniversary the end of any Settlement Period (the “Terminating Settlement Period”) for any Receivable Interest, may, effective on the last day of the Closing DateTerminating Settlement Period: (i) divide any such Receivable Interest into multiple Receivable Interests, (ii) combine any such Receivable Interest with one or more other Receivable Interests that have a Settlement Period ending on the then-current Scheduled Termination Date same day as such Terminating Settlement Period or (iii) combine any such Receivable Interest with a new Receivable Interest to be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that purchased by the Purchasers in any Purchaser Group are agreeable to on the day such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)Terminating Settlement Period ends. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “the "Purchase Notice”") delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the 5 amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other National City Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 3311000, an XXA 041000000, xx amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Originator (but not reinvestmentor its duly authorised designee) of undivided percentage ownership interests with regard will, by no later than 4:00 p.m. (London time) on each Business Day prior to the Purchased Interest hereunder Facility Termination Date on which Eligible Receivables are available for sale to the Assignee (each such day, an “Offer Date”) pursuant to a Daily Report, or by such later time as may be made in cash on any day upon agreed between the Seller’s irrevocable written notice Originator, the Assignee and the Agent, deliver to the Assignee, by facsimile or electronic mail, with a copy to each of the Agent and the Servicer, a Global Letter of Offer substantially in the form of Annex B Schedule 1 to this UK Sale Agreement (each, a “Purchase NoticeGlobal Letter of Offer”), signed (in original or photostatic form) delivered by the Originator or its duly authorised designee and listing all Eligible Receivables which have come into existence on or before the relevant Offer Date and which have not yet been sold to the Administrator and each Purchaser Agent Assignee in accordance with Section 5.2, which notice must be received the terms of this UK Sale Agreement (each an “Offered Receivable”) as at close of business on the Business Day immediately prior to the relevant Offer Date. Delivery of a Global Letter of Offer by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City timeOriginator in the manner described in this Clause 3.2(a) at least two Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date constitute due execution of such purchase (which shall be a Business Day) and (C) Global Letter of Offer for the pro forma calculation purposes of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchasethis Agreement. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser[Reserved]. (c) Effective The delivery of each Global Letter of Offer will constitute an irrevocable offer to sell, transfer and assign (with full title guarantee and by way of assignment), without recourse (except to the extent expressly provided herein) to the Assignee for the Purchase Price on the date of each Purchase pursuant to this Agreement, the Seller hereby sells terms and assigns subject to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure conditions set forth in this UK Sale Agreement all of the Sellersuch Originator’s obligations (monetary or otherwise) under this Agreement present and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s future right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: under: (i) all Pool Receivables, each Eligible Receivable of the Originator that existed and was owing to the Originator at the closing of the Originator’s business on the date of the initial Payment under the Receivables Purchase Agreement; (ii) all Related Security with respect to such Pool Receivables, each Eligible Receivable thereafter generated by the Originator from and including the date of the initial Payment under the Receivables Purchase Agreement until the Facility Termination Date; (iii) all rights to (but not the obligations of) the Originator under all Related Security in respect of each Eligible Receivable generated by the Originator; and (iv) all Collections and proceeds with respect to such Pool Receivables, (iv) any of the Lock-Box Accounts foregoing and all amounts on deposit thereinin the UK Collection Account representing proceeds of such Eligible Receivables and proceeds of the Related Security with respect thereto, and all certificates and instruments, if any, from time to time time, evidencing such Lock-Box Accounts and amounts on deposit therein, in the UK Collection Account. The items described in clauses (iii) through (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, may be referred to collectively as the “Pool AssetsRelated Rights”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify Related Rights together with the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as items described in the foregoing sentence, then the Purchase Limit shall clauses (i) and (ii) may be reduced by an amount equal referred to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, collectively as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.the

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day hereunder, upon the Seller’s 's irrevocable written notice in substantially the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (prior to 11:00 a.m., New York City time) at least two Business Days before prior to the requested Purchase Datepurchase date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof250,000, being the Capital "Capital" relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in Capital and (D) the Aggregate Capital resulting from duration of the initial Fixed Period(s) for such purchase. The Agent shall select the duration of such initial Fixed Period(s), and each subsequent Fixed Period in its sole discretion; provided that the Agent shall use reasonable efforts, taking into account market conditions, to accommodate Seller's preference. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller in same day funds, at the Purchase Account (or such other Bank of New York, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# 8900126485, ABA # 000000000 an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: arising (iA) all Pool Receivables, (iiB) all Related Security with respect to such Pool Receivables, (iiiC) all Collections with respect to such Pool Receivables, (ivD) the Lock-Lock Box Accounts and all amounts relating to Receivables on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Lock Box Accounts and amounts relating to Receivables on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viE) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event . Notwithstanding anything to the contrary contained herein or Unmatured Termination Event exists and is continuingin any other Transaction Document, the Seller may request, Seller's interest in a written notice given the foregoing is expressly subordinated in all respects to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary payment of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extensionCapital, the Administrator shall so notify Discount on the Purchased Interest, all fees and all other amounts payable by Seller hereunder and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Issuer, the Agent, the Affected Persons and all Indemnified Parties. In connection with the grant of the transfer of ownership of those assets set forth in Section 5.3(g). If 1.2(c) or the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described security interest in the foregoing sentenceassets set forth in this Section 1.2(d) by signing this Agreement in the space provided, then the Purchase Limit shall be reduced by an amount equal to Seller hereby authorizes the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunderfiling of, as the case may beapplicable, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawingUCC financing statements in all necessary jurisdictions.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 6.2 not later than (i) 2:00 p.m. (New York City timetime on the date that is one Business Day prior to the requested Purchase Date or (ii) at least two Business Days before solely in the case of a Funded Purchase in an amount less than or equal to $50,000,000, 12:00 p.m. New York City time on the requested Purchase Date, and in either case, which notice shall specify specify: (A) in the case of a Funded Purchase, the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. For security purposes, the amount of Xxxxx Fargo’s ratable share of the Aggregate Capital resulting from requested in each Funded Purchase shall also be entered by the Seller into Xxxxx Fargo’s online “C.E.O. portal,” or funding may be delayed pending telephonic verification of such purchaseamount. If any Purchase Notice is received or confirmed after the time specified in the first sentence of this Section 1.2(a), the Purchasers will endeavor to honor such notice on that Business Day but will honor it not later than the next succeeding Business Day. (b) On the date of each purchase requested by Funded Purchase (but not reinvestment or issuance of a Letter of Credit) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), Agent from time to time an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. . (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate sum of Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest Participation hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the second Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day next preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall be a Business Day) specify the desired amount and (C) date of such purchase and the pro forma calculation desired duration of the Purchased Interest after giving effect initial Yield Period for the resulting Participation. The Seller shall select the duration of such initial Yield Period, and each subsequent Yield Period subject to the increase Agent's approval and in the Aggregate Capital resulting from such purchaseAgent's sole discretion; provided that it shall use reasonable efforts, taking into account market conditions, to accommodate Seller's preferences. (b) On the date of each purchase requested by (but not reinvestments) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Participation hereunder, each applicable Conduit the Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller Agent at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, the amount of such purchase (set forth in each notice delivered in accordance with Section 1.2(a)) in same day funds, and after the Agent's receipt of such funds, the Agent shall make such funds immediately available to the Seller at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserCollection Account. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Purchaser an undivided percentage ownership interest in: in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Lock Box Accounts and all amounts on deposit thereintherein representing proceeds of the Pool Receivables and proceeds of the Related Security with respect thereto, the Collection Account and Liquidation Account and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing such Lock-Lock Box Accounts Accounts, Collection Account and Liquidation Account and such amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viE) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersPurchaser, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex ANNEX B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two three Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, with respect to each Purchaser Group, being the Capital aggregate of the Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting Investment. Each Purchaser Agent shall promptly notify each Purchaser in its Purchaser Group of the requested Purchase. At its sole discretion, each Conduit Purchaser may reject such Purchase by giving notice to the Purchaser Agent and the Administrator, it being understood that if such Conduit Purchaser rejects such Purchase, the Purchaser Agent for such Conduit Purchaser's Purchaser Group shall thereafter promptly notify each Related Committed Purchaser in its Purchaser Group of such rejection and of their obligations as a result thereof to make a Purchase under this SECTION 1.2. If the Purchase is requested from a Conduit Purchaser and such purchaseConduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Disbursement Account, an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the requested Purchase Date by 3:00 p.m. (New York time). If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall transfer the applicable Purchaser Group's Ratable Share of each Purchase (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Disbursement Account by no later than 3:00 p.m. (New York time) on the Purchase Date. (b) On or before 3:00 p.m. (New York time) the date of each purchase requested by Purchase, each Purchaser (or the Seller pursuant to Section 1.2(arelated Purchaser Agent on its behalf), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, shall make available to the Seller in same day funds, at PNC Bank, National Association (Pittsburgh), account number #1011467823, ABA #000-0000-00 (the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent"Disbursement Account"), an amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital's Investment) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser AgentAgent (which consent shall not be unreasonably withheld, not less than 30 days and not more than 90 days prior conditioned or delayed), add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment, in each anniversary case automatically increasing the Purchase Limit by the amount of the Closing Datenew or increased Commitment; PROVIDED, HOWEVER, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the consent of such Purchaser and at its sole discretion. Each new Purchaser (or Purchaser Group) pursuant to this SECTION 1.2(e) and each Purchaser increasing its Commitment pursuant to this SECTION 1.2(e) shall become a party hereto or increase its Commitment, as the case may be, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify and the Seller and an Assumption Agreement in the Servicer form of ANNEX D hereto (which Assumption Agreement shall, in writing (it being understood that the Purchasers may accept case of any new Purchaser or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the be executed by each Person in such new Purchaser's Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations 's obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser's Purchaser Group shall purchase the defaulting Related Committed Purchaser's Commitment Percentage of the related Purchase PRO RATA in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser's Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser's Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser's Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account Bank of America, N.A., account number 4426467867, ABA 000000000 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, as described in Section 1.1(a), or in the case of any reinvestment, ratably based on the sum of the Aggregate Capital plus the LC Participation Amount outstanding of each such Purchaser at such time for each such Purchaser’s Capitaltime) an undivided percentage ownership interest inin to the extent of the Purchased Interest: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) , a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and the Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and the Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, each LC Participant shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably been deemed to make a Funded Purchase hereunder in the event that no Termination Event such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.15 upon such draw in an amount equal to its Pro Rata Share of such unreimbursed draw. If the LC Bank pays a drawing under a Letter of Credit that is not (i) reimbursed by amounts on deposit in the LC Collateral Account or Unmatured Termination Event exists and is continuing(ii) reimbursed by the Seller on the applicable Drawing Date, the Seller may request, LC Bank shall be deemed to have made a Funded Purchase in a written notice given an amount equal to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary its Pro Rata Share of the Closing Date, that the then-current Scheduled Termination Date be extended to such unreimbursed drawing. All such Funded Purchases shall accrue Discount from the date that is one year after of such then-current Scheduled Termination Datedraw. 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 Funded Purchases shall expire with respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by the amount of the Letter of Credit which is no longer outstanding. (f) The Seller may, with the written consent of the Administrator and the Majority Purchaser Agents (and, in the case of a new related LC Participant, the LC Bank), add additional Persons as Purchasers in any (either to an existing Purchaser Group are agreeable or by creating new Purchaser Groups) or cause an existing Related Committed Purchaser or related LC Participant to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, (i) that the Commitment of any Related Committed Purchaser or related LC Participant may only be increased with the prior written consent of such extensionPurchaser, and (ii) a Purchaser may only be added to an existing Purchaser Group with the consent of each Purchaser within such Purchaser Group. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fg) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any such Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Funded Purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers or related LC Participants in such defaulting Related Committed Purchaser’s or related LC Participant’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of the related Purchase or drawing pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser or related LC Participant; it being understood that a defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of any Purchase or drawing shall be first put to the Related Committed Purchasers or related LC Participants in such defaulting Related Committed Purchaser’s or related LC Participant’s Purchaser Group and thereafter if there are no other Related Committed Purchasers or related LC Participants in such Purchaser Group or if such other Related Committed Purchasers or related LC Participants are fully committed or are also defaulting Related Committed Purchasers or related LC Participants, then such defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of such Purchase or drawing shall be put to each other Purchaser Group ratably, and applied in accordance with this paragraph (g)).

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., San Francisco time) at least two (i) three Business Days before prior to the requested Purchase Datepurchase date, in the case of a purchase to be funded at the Alternate Rate and based on the Eurodollar Rate, (ii) one Business Day prior to the requested purchase date, in the case of a purchase to be funded at the Alternate Rate and based on the Base Rate and (iii) one Business Day prior to the requested purchase date, in the case of a purchase to be funded at the CP Rate, which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being the Capital "Capital" relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation desired funding basis for such purchase (which shall be either the Alternate Rate or the CP Rate) and (unless such purchase shall be funded at the CP Rate) the duration of the Purchased Interest after giving effect initial Fixed Period(s) for such purchase. The Administrator shall promptly thereafter notify the Seller whether such terms are acceptable to the increase in Issuer and whether the Aggregate Capital resulting from Issuer is willing to make such a purchase. If the Administrator notifies the Seller that such terms relating to the CP Rate are unacceptable to the Issuer due to market conditions, then the Seller shall be deemed to have requested that the purchase be funded at the Alternate Rate and based on the Base Rate. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Purchased Interest hereunder, the Issuer shall, if the Administrator has notified the Seller pursuant that the Issuer is willing to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallmake such purchase, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller in same day funds, at the Purchase Account (or such other Bank of America National Trust and Savings Association, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# 1233056289, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: in all its right, title and interest in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security; provided that the foregoing shall not include any Excluded Property. The Administrator and the Issuer acknowledge that the Seller may also grant an undivided ownership interest in the same items as described in the first sentence of this Section 1.2(c) to the Parallel Purchase Administrator, for its benefit and the benefit of the Parallel Purchasers under the Parallel Purchase Agreement and that the respective rights of the Administrator, the Issuer, the Parallel Purchase Administrator and the Parallel Purchasers with respect thereto shall be governed by the Intercreditor Agreement. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for its benefit and the benefit of the AdministratorIssuer, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: arising (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Box Accounts and any related deposit accounts and post office boxes and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts Accounts, related deposit accounts and post office boxes and amounts held or on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viE) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided that the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementshall not include any Excluded Property. The Administrator (on behalf of itself, and the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Purchaser may from time to time enquire of the Seller, or the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard notify the Purchaser, as to the Purchased Interest hereunder availability of Eligible Loans and their Related Security to be made in cash on any day upon acquired by the Seller’s Purchaser from the Seller pursuant to this Agreement.‌ (b) Upon receiving notice or confirmation, as the case may be, that the Seller has Eligible Loans and their Related Security available for sale, the Seller may from time to time deliver an irrevocable written notice in the form of Annex B Schedule 2.2(b) (each, a “Loan Purchase Notice”) to the Purchaser and the Custodian in accordance with Section 9.4 (other than the Loan Purchase Notice in respect of the first Purchase Date, each such Loan Purchase Notice must be received by the Purchaser prior to 11:00 a.m. (Toronto time) at least three (3) Business Days prior to the related Purchase Date or, in the case of the initial Purchase Date, prior to 11:00 a.m. (Toronto time) on such date). The Loan Purchase Notice for the first Purchase Date shall be delivered on the Purchase Date. (c) Each Loan Purchase Notice for a purchase of Eligible Loans shall: (i) specify the date (each, a “Purchase NoticeDate”) delivered on which the purchase and sale of the Eligible Loans and their Related Security identified in such Loan Purchase Notice is to take place and the Cut-Off Date for such purchase; (ii) specify the Aggregate Purchase Price to be paid by the Purchaser to the Administrator Seller on the Purchase Date for the Eligible Loans identified in such Loan Purchase Notice; (iii) contain a listing of the Eligible Loans to be purchased on the Purchase Date including (the information listed in (A) and (B) below collectively referred to as the “Eligible Loan Details”) : (A) for each Purchaser Agent Eligible Loan subject to such Loan Purchase Notice: (1) the Seller’s identification number for such Eligible Loan; (2) the full name of the Borrower in accordance with Section 5.2respect of such Eligible Loan; (3) the municipal street address, city, province and postal code of the related mortgaged property; (4) aggregate amount advanced in respect of the Loan; (5) the rate of interest chargeable on each such Eligible Loan as of the related Cut-Off Date; (6) if applicable, the date(s) on which notice must adjustments in interest are to take place or may be received effected by the Administrator lender pursuant to the Mortgage Terms in respect of the Loan; (7) the mortgage maturity date; (8) the remaining amortization period in respect of such Eligible Loan; (9) the Current Balance (excluding Capitalized Interest and Capitalized Arrears) of such Eligible Loan as of the related Cut-Off Date; and (10) the mortgage lender on title if other than the Seller. (B) for all Eligible Loans subject to such Loan Purchase Notice, on an aggregate basis: (1) the highest and lowest interest rates chargeable on all of the Eligible Loans included in such Loan Purchase Notice; (2) the weighted average amortization period for such Eligible Loans (in months); (3) the current index, prime or other reference rate(s) applicable to such Eligible Loans as at the Cut-Off Date; (4) the number of Eligible Loans identified in the Loan Purchase Notice; and (5) the aggregate Current Balance as of the related Cut-Off Date of such Eligible Loans. (d) If the Purchaser agrees to the terms and conditions set out in the Loan Purchase Notice it shall signify its acceptance thereof by executing and returning such Loan Purchase Notice to the Seller on the same day as the day of receipt thereof. (e) If the Purchaser fails to accept such Loan Purchase Notice within such period it shall be deemed to have declined to complete the proposed purchase on the terms and conditions set out in such Loan Purchase Notice and this Agreement. (f) Upon its acceptance of a Loan Purchase Notice, there shall exist a binding agreement between the Seller and the Purchaser for the purchase by the Purchaser from the Seller of the Eligible Loans listed in the relevant Loan Purchase Notice upon the terms and conditions of this Agreement including, without limitation, satisfaction of the conditions precedent in Section 3.1, in the case of the initial purchase, and Section 3.2, in the case of the initial purchase and all subsequent purchases. (g) On each Purchaser Agent by 1:00 p.m. Purchase Date specified in a Loan Purchase Notice, with respect to the Eligible Loans and their Related Security specified in such Loan Purchase Notice, together with all Collections (New York City timecollectively the “Purchased Assets”) at least two Business Days before from the requested Cut-Off Date to the relevant Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle 3, make available pay to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased Aggregate Purchase Price by depositing such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of amount into the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyAccount or, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), if the Seller hereby grants so elects in writing to the Administrator (for Purchaser on or before the benefit of the Administrator, the Purchasersapplicable Purchase Date, the Purchaser Agents and their respective permitted assigns) a security interest in all of shall credit the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Capital Account Ledger with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to all of (or the Commitment(s) portion of the Exiting Purchaser(s). (fAggregate Purchase Price not paid in cash) Each Related Committed Purchaser’s the Aggregate Purchase Price. Upon such payment and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser deposit or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereundercredit, as the case may be, all of the Seller’s beneficial ownership of such Purchased Assets subject to the related Loan Purchase Notice shall not relieve any other be sold, assigned and transferred to the Purchaser on a fully serviced basis effective as of the related Purchase Cut-Off Date and the Seller will execute and deliver the Seller Assignment. (h) On each Purchase Date, the Seller shall provide to the Purchaser (prior to a downgrade of the ratings of the Cash Manager below the Cash Management Deposit Ratings deliver to the Cash Manager and following a downgrade of the ratings of the Cash Manager below the Cash Management Deposit Ratings deposit in the GIC Account) in respect of the Purchased Loans and their Related Committed Security acquired by the Purchaser or LC Participant on such date an amount equal to the aggregate Collections received by the Seller after the applicable Cut-Off Date and prior to such Purchase Date in respect of its obligations hereunder to make payment for any Funded Purchase or such drawingPurchased Loans and their Related Security.

Making Purchases. (a) The Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller may request to the Program Agent and each Investor Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and 1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating proportional to the undivided percentage ownership interest then being purchased with respect to Investor Purchase Limit of each Purchaser Group), (Biii) the date of such purchase (which shall be a Business Day) ), and (Civ) if such Receivable Interest is to be purchased by a Group other than the pro forma calculation Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the increase in Investors. If any Investor with respect to any Group has determined not to make the Aggregate Capital resulting from entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such purchase. (b) On InvestorGroup shall promptly send notice of the proposed purchase to all of the Related Banks forwith respect to such InvestorGroup concurrently by telecopier, telex or cable specifying the date of each purchase requested such purchase, the aggregate amount of Capital of Receivable Interest being purchased by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or such Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account Banks (or such other account as may which amount shall be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of the initial Capital relating requested to the undivided percentage ownership interest then being purchased be funded by such Purchaser. (c) Effective on Investor, which such Investor determined not to fund or, in the date case of each Purchase pursuant to this Agreementany Group which does not have an Investor, the Seller hereby sells and assigns entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Administrator Yield for the benefit of the Purchasers (ratably, Fixed Period for such Receivable Interest is calculated based on the Aggregate Capital plus Eurodollar Rate (which, in the LC Participation Amount outstanding case of any Group other than the Fifth Third Group, may be selected only if such notice is given at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants least three Business Days prior to the Administrator (for purchase date) or the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the AdministratorAlternate Base Rate, and the Administrator duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall so notify be one day if the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do has not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sselected another period). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest Participation hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the second Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day next preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall be a Business Day) specify the desired amount and (C) date of such purchase and the pro forma calculation desired duration of the Purchased Interest after giving effect initial Yield Period for the resulting Participation. The Agent shall select the duration of such initial Yield Period, and each subsequent Yield Period in its discretion; PROVIDED that it shall use reasonable efforts, taking into account market conditions, to the increase in the Aggregate Capital resulting from such purchaseaccommodate Seller's preferences. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Participation hereunder, each applicable Conduit the Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to the Seller Agent at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, the amount of such purchase in same day funds, at and after the Purchase Account (or Agent's receipt of such other account as may be designated in writing by funds, the Agent shall make such funds immediately available to the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by at such Purchaseroffice. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Purchaser an undivided percentage ownership interest in: in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Lock Box Accounts Accounts, Collection Account and Liquidation Account and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Lock Box Accounts Accounts, Collection Account and Liquidation Account and amounts on deposit therein, (vE) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Contribution Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this SECTION 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersPurchaser, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a purchase to be funded at the Alternate Rate and based upon the Eurodollar Rate, (ii) at least two Business Days before the requested Purchase Datepurchase date, in the case of a purchase to be funded at the Alternate Rate and based upon the Base Rate, and (iii) at least two Business Days before the requested purchase date, in the case of a purchase to be funded at the CP Rate, which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation desired funding basis for such purchase (which shall be based upon the Eurodollar Rate, the Base Rate or the CP Rate). If the Seller has requested that the purchase be funded at the CP Rate, the Administrator shall promptly thereafter notify the Seller whether the Issuer has exercised its discretion not to fund such purchase with the issuance of Notes because such purchase with the Purchased Interest after giving effect issuance of Notes would be economically inadvisable to the increase Issuer, the Administrator, the Seller or any other similarly situated Person, or otherwise not permitted, in which case the Aggregate Capital resulting from such purchaseSeller shall be deemed to have requested that the purchase be funded at the Alternate Rate and based upon the Base Rate. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to the Seller in same day funds, at the Purchase Account (or such other Xxxxxx Trust and Savings Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# 000-000-0, ABA # 000-000-000, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the AdministratorIssuer on its own behalf and as agent, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and its Sale Agreement with Falcon (including the rights of Falcon against the Originators under the other Sale Agreement), and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”"POOL ASSETS"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (given no later than 12:00 noon) from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Program Agent and each Investor Agent, provided that no more than 6 purchases shall be made in cash on any day upon the Seller’s irrevocable written calendar month. Each such notice of a purchase shall be in the form of attached hereto as Annex B (eachI, a “Purchase Notice”) delivered to the Administrator shall be irrevocable and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and 1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating proportional to the undivided percentage ownership interest then being purchased with respect to Investor Purchase Limit of each Purchaser Group), (Biii) the date of such purchase (which shall be a Business Day) ), and (Civ) if the pro forma calculation Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. Each Investor shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the increase in Investors. If any Investor has determined not to make the Aggregate Capital resulting from entire amount of a proposed purchase requested to be made by it, the Investor Agent for such purchase. (b) On Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopier specifying the date of each purchase such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by the Seller pursuant such Investor, which such Investor determined not to Section 1.2(afund), each applicable Conduit Purchaser such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or Related Committed Purchaserthe Alternate Base Rate, as and the case may beduration of the Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period); provided, however, that during the Term Period for any Group, each Bank in such Group shall, upon satisfaction on the date of such purchase, instruct the applicable conditions set forth in Exhibit II, Program Agent to make available to the Seller in same day funds, at the Purchase Account (or account set forth in the Funds Transfer Letter such other account as may be designated in writing by Bank’s Ratable Share of the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to of the undivided percentage ownership interest then in the Receivable Interest being purchased acquired by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit Group out of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies funds available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described therefor in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)Collateral Advance Account. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (ai) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard hereunder shall be made upon the Servicer's delivery to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form Administrative Agent of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice shall be irrevocable. Each Purchase Notice must be received by the Administrator and each Purchaser Administrative Agent by 1:00 p.m. not later than 9:00 a.m. (New York City California time) at least two on the third Business Days before Day prior to the requested related Purchase Date, and which notice . There may not be more than four Purchase Dates in any 12-month period. A Purchase Notice shall specify for each Obligor (A) the aggregate amount requested to be paid to of the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)Listed Receivables, (B) the date of such purchase Purchase Date (which shall must be a Business Day) and ), (C) the pro forma related Due Date, and (D) the proposed amount of the Purchasers' Investment. - 10 - Mattel, Inc. First Amended and Restated Receivables Purchase Agreement (ii) Not later than 9:00 a.m. (California time) on the second Business Day prior to the related Purchase Date, the Administrative Agent shall send to the Servicer a notice setting forth a calculation of the related Purchased Interest, including a description of the related Purchasers' Investment and the Yield Reserve. The Administrative Agent shall calculate the Purchasers' Investment with respect to a Purchased Interest after giving effect as an amount which, when added to the increase related Yield Reserve, is as close as reasonably practicable to (but not in excess of) the aggregate outstanding principal balances of the related Eligible Receivables set forth in the Aggregate Capital resulting from related Purchase Notice. (iii) The Transferor shall send to the Administrative Agent for receipt by the Administrative Agent not later than the Business Day prior to the related Purchase Date, a schedule of the Listed Receivables, identifying the invoice number, outstanding principal balance and maturity date of each such purchaseReceivable (in each case as of the date of the related Purchase Notice). None of such Listed Receivables shall have been the subject of a prior Purchase Notice. (b) On Promptly after receipt of a Purchase Notice, the date Administrative Agent shall notify each Purchaser of each the proposed purchase requested (such notice to normally be given within two hours of receipt by the Seller pursuant Administrative Agent). Each Purchaser shall make available to Section 1.2(a)the Administrative Agent its Percentage of the purchase price by remitting such funds to the Administrative Agent's Office prior to 12:00 Noon (California time) on the Purchase Date. On each Purchase Date, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Administrative Agent shall, upon satisfaction of the applicable conditions set forth in Exhibit IISection 3 hereto, make available pay to the Seller Servicer, for --------- the account of the Transferor, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion aggregate of Capital relating the amounts so made available by the Purchasers. The Administrative Agent shall cause an amount of same-day funds equal to such aggregate amount received by the Administrative Agent to be credited to the undivided percentage ownership interest then being purchased by such PurchaserTransferor's account at the Administrative Agent's Office. (c) Effective on the date of On each Purchase pursuant to this AgreementDate, effective upon the payment contemplated by Section 2.02(b) (and without the necessity of any formal or other instrument --------------- of assignment or other further action), the Seller Transferor hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Purchased Interest in each related Listed Receivable reflected on the applicable Purchase Notice (iand subsequently identified pursuant to Section 2.02(a)(iii)) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables -------------------- and (iii) all Collections with respect to, and the other proceeds of, such Pool Receivables and Related SecuritySpecified Assets related thereto. (d) To secure all of the Seller’s obligations (monetary or otherwise) of the Transferor under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, the “Obligations”), the Seller Transferor hereby grants to the Administrator (Administrative Agent for the benefit of the Administrator, Administrative Agent and the Purchasers, the Purchaser Agents and their respective permitted assigns) Purchasers a security interest in in, to and under all of the Seller’s Transferor's right, title and interest (including any undivided interest of the SellerTransferor) in, to and under in all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts Specified Assets and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller Transferor hereby authorizes the Administrator Administrative Agent to file a financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words statement to that effect, notwithstanding that perfect such wording may be broader in scope than the collateral described in this Agreementinterest. The Administrator (Administrative Agent, on behalf of itself, itself and the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Specified Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersAdministrative Agent, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists . - 11 - Mattel, Inc. First Amended and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Restated Receivables Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.Agreement

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) Each Purchase of undivided percentage ownership interests with regard to the Purchased Interest Receivable Interests hereunder to shall be made in cash on any day upon notice from the Seller’s irrevocable written notice in Seller to each Group Managing Agent and the form of Annex B (eachAdministrative Agent, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 12:00 noon (New York City time) at least two on the second Business Days Day before the requested date of such Purchase Dateif the Bank Rate for such Purchase is based on the Alternate Base Rate and on the fourth Business Day before the date of such Purchase if the Bank Rate for such Purchase is based on the Adjusted LIBO Rate. Each such notice of a proposed Purchase of Receivable Interests by the applicable Purchaser Group shall be by telecopier to the Administrative Agent and by electronic transmission to each Group Managing Agent and the Administrative Agent, and which notice shall specify (Ai) the requested aggregate amount requested to be paid to the Seller of such Purchase (such amount, which shall not be less than $5,000,000 and shall 10,000,000) to be in integral multiples of $1,000,000 in excess thereof, being the Capital relating paid to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)Seller, (Bii) the date of such purchase Purchase (which shall be a Business Day) ), and (Ciii) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from Bank Rate for such purchase. (b) Purchase. On the date of each purchase requested Purchase of Receivable Interests by the Seller pursuant to Section 1.2(a)a Purchaser Group, each applicable Conduit Member of such Purchaser or Related Committed Purchaser, as the case may be, Group shall, upon satisfaction of the applicable conditions set forth in Exhibit IIARTICLE III, make available to the Seller its Pro Rata Share of the amount of the Capital of the Receivable Interests being acquired in such Purchase by deposit of such Pro Rata Share in same day funds, at funds to the Purchase Seller's Account (or to such other account as the Seller may be designated designate in writing by from time to time). (b) The Administrative Agent shall on the first day of each Settlement Period for each Receivable Interest hereunder notify the Seller to the Administrator and each Member of any Purchaser Agent), an amount equal to Group that owns such Receivable Interest or any interest therein of the portion of Capital relating to the undivided percentage ownership interest then being purchased by Bank Rate for such PurchaserSettlement Period. (c) Effective Each notice of a Purchase delivered pursuant to SECTION 2.02(A) shall be irrevocable and binding on the Seller. The Seller shall indemnify the Group Managing Agent and each Member of any Purchaser Group against any actual loss or expense incurred by such Group Managing Agent and/or such Member as a result of any failure to fulfill on or before the date of each any Purchase by such Purchaser Group (as to which notice has been given pursuant to this AgreementSECTION 2.02(A)) the applicable conditions set forth in ARTICLE III, the Seller hereby sells and assigns to the Administrator for the benefit including, without limitation, any actual loss or expense incurred by reason of the Purchasers (ratablyliquidation or reemployment of deposits or other funds acquired by such Group Managing Agent and/or such Member to fund its Pro Rata Share of such Purchase when such Purchase, based as a result of such failure, is not made on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitydate. (d) To secure Unless the Administrative Agent shall have received notice from a Group Managing Agent or a Member prior to the date of any Purchase that a Member will not make available to the Administrative Agent all or any portion of such Member's Pro Rata Share of such Purchase, the Administrative Agent may assume that each Member has made such Pro Rata Share available to the Administrative Agent on the date of such Purchase in accordance with SECTION 2.02(A), and the Administrative Agent may, in reliance upon such assumption, make available to the Seller on such date a corresponding amount. However, if the Administrative Agent has received such notice from such Group Managing Agent or Member, the Administrative Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that any Member shall not have made all or such portion available to the Administrative Agent, such Member and the Seller severally agree to pay (to the extent not repaid by the Seller or such Member, respectively) to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Seller until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants Yield rate applicable to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents such amount and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to in the case of such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all ofMember, the foregoing (collectivelyFederal Funds Rate. If such Member shall repay to the Administrative Agent such corresponding amount, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all such amount so repaid shall constitute such Member's Pro Rata Share of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in Purchase for purposes of this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe failure of any Member to make available such Member's Pro Rata Share of any Purchase shall not relieve any other Member of its obligation, the Seller may requestif any, in a written notice given hereunder to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary make available such other Member's Pro Rata Share of the Closing Date, that the then-current Scheduled Termination Date be extended to such Purchase on the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; providedPurchase, that but no Member shall be responsible for the failure of any other Member to make available such other Member's portion of such Purchase on the Administrator to affirmatively notify the Seller date of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)Purchase. (f) Each Related Committed Purchaser’s Either the Seller or any Member, upon notice to and LC Participant’s obligations hereunder shall be several, such that consent by the failure other received at least three Business Days prior to the end of any Related Committed Purchaser Settlement Period (the "TERMINATING SETTLEMENT PERIOD") for any Receivable Interest of such Member, may, effective on the last day of the Terminating Settlement Period: (i) divide any such Receivable Interest into multiple Receivable Interests, (ii) combine any such Receivable Interest with one or LC Participant more other Receivable Interests that have a Settlement Period ending on the same day as such Terminating Settlement Period or (iii) combine any such Receivable Interest with a new Receivable Interest to make be purchased by such Member on the day such Terminating Settlement Period ends, PROVIDED, that in no event may a payment in connection Receivable Interest of any Member be combined with any purchase hereunder, or drawing under a Letter Receivable Interest of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawingMember.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests Each Purchase with regard to the Purchased Purchaser’s Interest hereunder (other than with respect to any reinvestment, Issuance of a Letter of Credit, or Reimbursement Purchase) shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Administrative Agent in accordance with Section 5.26.2, which notice must be received by the Administrator and each Purchaser Administrative Agent by 1:00 p.m. (before 11:00 a.m., New York City time) , at least two Business Days before prior to the requested Purchase Date, and which . Each such notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 (or such lesser amount as agreed to by the Administrative Agent on behalf of the Conduit Purchaser) and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)1,000,000, (B) the date of such purchase Purchase (which shall be a Business Day) and (C) the a pro forma calculation of the Purchased Purchaser’s Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Purchase of undivided percentage ownership interests with regard to the Seller pursuant Purchaser’s Interest hereunder (other than with respect to Section 1.2(aany reinvestment, Issuance of a Letter of Credit, or Reimbursement Purchase), each applicable the Conduit Purchaser (or the Administrative Agent on its behalf) or the Related Committed PurchaserPurchasers, as the case may beapplicable, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account account specified in Schedule VII (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Administrative Agent), an amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase pursuant (other than with respect to this Agreementthe Issuance of a Letter of Credit), the Seller hereby sells and assigns to the Administrator Administrative Agent for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in, to the extent of the Purchaser’s Interest: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrative Agent, for the benefit of the Administrator, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) , a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: : (i) all Pool Receivables, , (ii) all Related Security with respect to such Pool Receivables, , (iii) all Collections with respect to such Pool Receivables, , (iv) the Lock-Box Accounts and the Collection Accounts and all amounts on deposit therein relating to the Pool Receivables, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and the Collection Accounts and amounts on deposit therein relating to the Pool Receivables, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the LC Collateral Account and amounts on deposit therein, , (vvi) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing foregoing, and (viii) all of its other property (collectively, the “Pool Assets”); provided, that upon receipt by the Seller of the Repurchase Price with respect to any Pool Receivables in accordance with Section 3.3 of the Sale Agreement, such Pool Receivable and all Related Security and Collections with respect thereto immediately shall cease to constitute Pool Assets and the Administrative Agent shall at the request of the Seller release, assign and convey, as applicable, to the Seller or its designee, without representation or warranty, but free and clear of any Adverse Claims, all right, title and interest in such Pool Asset and all Related Security. The Seller hereby authorizes the Administrator Administrative Agent to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator Administrative Agent (on behalf of itself, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator Administrative Agent and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided The Seller may, with the written consent of the Administrative Agent on behalf of the Conduit Purchaser and the LC Bank, add additional Persons as Related Committed Purchasers or cause an existing Related Committed Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however that no Termination Event or Unmatured Termination Event exists the Commitment of any Related Committed Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser shall become a party hereto, by executing and is continuing, the Seller may request, in a written notice given delivering to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) Administrative Agent and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall be executed by the Conduit Purchaser, the Purchasers, the Purchaser Agents LC Bank and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Administrative Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that but the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase Purchase hereunder, or drawing under a Letter of Credit Participation Advance hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded such Purchase or such drawingParticipation Advance. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase or Participation Advance as required hereunder, upon receipt of notice of such failure from the Administrative Agent, subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase or Participation Advance (net of any amounts funded by such defaulting Related Committed Purchaser in respect of such Purchase or Participation Advance) pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser), up to the amount that would cause the sum of such Related Committed Purchaser’s Capital plus its ratable share of the LC Participation Amount to equal its Commitment hereunder.

Making Purchases. (ai) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard hereunder shall be made upon the Servicer's delivery to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form Agent of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice shall be irrevocable. Each Purchase Notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City not later than 9:00 a.m., Los Angeles time) at least two , on the third Business Days before Day prior to the requested related Purchase Date, and which notice . A Purchase Notice shall specify for each Obligor (A) the aggregate amount requested to be paid to of the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)Listed Receivables, (B) the date of such purchase Purchase Date (which shall must be a Business Day) and ), (C) the pro forma related Due Date, and (D) the proposed amount of the Purchasers' Investment. (ii) Not later than 9:00 a.m. (Los Angeles time) on the second Business Day prior to the related Purchase Date, the Agent shall send to the Servicer a notice setting forth a calculation of the related Purchased Interest, including a description of the related Purchasers' Investment and the Yield Reserve. The Agent shall calculate the Purchasers' Investment with respect to a Purchased Interest after giving effect as an amount which, when added to the increase related Yield Reserve, is as close as reasonably practicable to (but not in excess of) the aggregate outstanding principal balances of the related Eligible Receivables set forth in the Aggregate Capital resulting from related Purchase Notice; it being understood and agreed that the aggregate outstanding Purchasers' Investments shall not exceed the Purchasers' Investment Limit. (iii) The Transferor shall send to the Agent for receipt by the Agent not later than the Business Day prior to the related Purchase Date, a schedule of the Listed Receivables, identifying the invoice number, outstanding principal balance and maturity date of each such purchaseReceivable (in each case as of the date of the related Purchase Notice). None of such Listed Receivables shall have been the subject of a prior Purchase Notice. (b) On Promptly after receipt of a Purchase Notice, the date Agent shall notify each Purchaser of each the proposed purchase requested (such notice to normally be given within two hours of receipt by the Seller pursuant Agent). Each Purchaser shall make available to Section 1.2(a)the Agent its pro rata share of the Purchase Price by remitting such funds to the Agent's Account prior to 2:00 p.m., Dallas, Texas time on the Purchase Date. On each applicable Conduit Purchaser or Related Committed PurchaserPurchase Date, as the case may be, Agent shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III hereto, make available pay to the Seller Servicer, for the account ----------- of the Transferor, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion aggregate of Capital relating the amounts so made available by the Purchasers. The Agent shall cause an amount of same-day funds equal to such aggregate amount received by the Agent to be credited to the undivided percentage ownership interest then being purchased Transferor's account at Bank of America National Trust & Savings Association, Account No. 1235906117, reference "Mattel Factoring," ABA No. 000000000, or any other account designated in writing by such Purchaserthe Transferor or the Servicer to the Agent from time to time. No Purchaser shall be obligated to make a purchase in excess of its Purchase Commitment. (c) Effective on the date of On each Purchase pursuant to this AgreementDate, effective upon the payment contemplated by Section 2.2(b) (and without the necessity of any formal or other instrument of assignment or other further action), the Seller Transferor hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Purchased Interest in each related Listed Receivable reflected on the applicable Purchase Notice (iand subsequently identified pursuant to Section 2.2(a)(iii)) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and the other proceeds of, such Pool Receivables and Related SecuritySpecified Assets related thereto. (d) To secure all of the Seller’s obligations (monetary or otherwise) of the Transferor under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, the “Obligations”), the Seller Transferor hereby grants to the Administrator (Agent for the benefit of the Administrator, Agent and the Purchasers, the Purchaser Agents and their respective permitted assigns) Purchasers a security interest in in, to and under all of the Seller’s Transferor's right, title and interest (including any undivided interest of the SellerTransferor) in, to and under in all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Specified Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effectAgent, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, itself and the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Specified Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersAgent, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time) at least two Business Days before ), on the requested proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by BOA, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether thesuch respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, and, except with respect to any purchase being made by BOA, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by each such Purchaser’s or Bank’s ratable share (based on the applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool Receivables. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool ReceivablesBank less, (iii) all Collections with respect to in the event such Pool ReceivablesBank has any related Purchasers, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) outstanding and unpaid Capital of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)itssuch related PurchaserPurchasers. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required to be funded for any Funded Purchase or such drawingpurchase pursuant to clause (b) of this Section 1.02.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v)) at least two Business Days before the requested Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by BOAST or PNC, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, and, except with respect to any purchase being made by BOAST or PNC, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, in each case other than any Delaying Bank with respect to such purchase and such Delaying Bank’s related Purchasers, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to each such Purchaser’s or Bank’s ratable share (based on the portion applicable Bank’s Percentage) of the initial Capital relating of such Receivable Interest in the Pool Receivables. A Delaying Bank may not object to its funding obligation of Delayed Funds under Section 1.02(e)(vi) on the basis of the failure of the Seller to satisfy the conditions precedent set forth in Exhibit II hereto unless such Delaying Bank has delivered a written notice to the undivided percentage ownership interest then being purchased by Administrative Agent and the Seller expressing its objections to the proposed purchase on or prior to the Original Date of such Purchaserpurchase applicable to Non-Delaying Banks. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool ReceivablesBank less, (iii) all Collections with respect to in the event such Pool ReceivablesBank has any related Purchasers, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) of the Seller under the Purchase outstanding and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller unpaid Capital of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any related Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed PurchaserBank’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder available to make payment for any Funded Purchase or such drawing.the

Making Purchases. (a) The Purchaser may from time to time enquire of the Seller, or the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard notify the Purchaser, as to the Purchased Interest hereunder availability of Eligible Loans and their Related Security to be made in cash on any day upon acquired by the Seller’s Purchaser from the Seller pursuant to this Agreement. (b) Upon receiving notice or confirmation, as the case may be, that the Seller has Eligible Loans and their Related Security available for sale, the Seller may from time to time deliver an irrevocable written notice in the form of Annex B Schedule 2.2(b) (each, a “Loan Purchase Notice”) to the Purchaser and the Custodian in accordance with Section 9.4 (other than the Loan Purchase Notice in respect of the first Purchase Date, each such Loan Purchase Notice must be received by the Purchaser prior to 11:00 a.m. (Toronto time) at least three (3) Business Days prior to the related Purchase Date or, in the case of the initial Purchase Date, prior to 11:00 a.m. (Toronto time) on such date). The Loan Purchase Notice for the first Purchase Date shall be delivered on the Purchase Date. (c) Each Loan Purchase Notice for a purchase of Eligible Loans shall: (i) specify the date (each, a “Purchase NoticeDate”) delivered on which the purchase and sale of the Eligible Loans and their Related Security identified in such Loan Purchase Notice is to take place and the Cut-Off Date for such purchase; (ii) specify the Aggregate Purchase Price to be paid by the Purchaser to the Administrator Seller on the Purchase Date for the Eligible Loans identified in such Loan Purchase Notice; (iii) contain a listing of the Eligible Loans to be purchased on the Purchase Date including (the information listed in (A) and (B) below collectively referred to as the “Eligible Loan Details”) : (A) for each Purchaser Agent Eligible Loan subject to such Loan Purchase Notice: (1) the Seller’s identification number for such Eligible Loan; (2) the full name of the Borrower in accordance with Section 5.2respect of such Eligible Loan; (3) the municipal street address, city, province and postal code of the related mortgaged property; (4) aggregate amount advanced in respect of the Loan; (5) the rate of interest chargeable on each such Eligible Loan as of the related Cut-Off Date; (6) if applicable, the date(s) on which notice must adjustments in interest are to take place or may be received effected by the Administrator lender pursuant to the Mortgage Terms in respect of the Loan; (7) the mortgage maturity date; (8) the remaining amortization period in respect of such Eligible Loan; (9) the Current Balance (excluding Capitalized Interest and Capitalized Arrears) of such Eligible Loan as of the related Cut-Off Date; and (10) the mortgage lender on title if other than the Seller. (B) for all Eligible Loans subject to such Loan Purchase Notice, on an aggregate basis: (1) the highest and lowest interest rates chargeable on all of the Eligible Loans included in such Loan Purchase Notice; (2) the weighted average amortization period for such Eligible Loans (in months); (3) the current index, prime or other reference rate(s) applicable to such Eligible Loans as at the Cut-Off Date; (4) the number of Eligible Loans identified in the Loan Purchase Notice; and (5) the aggregate Current Balance as of the related Cut-Off Date of such Eligible Loans. (d) If the Purchaser agrees to the terms and conditions set out in the Loan Purchase Notice it shall signify its acceptance thereof by executing and returning such Loan Purchase Notice to the Seller on the same day as the day of receipt thereof. (e) If the Purchaser fails to accept such Loan Purchase Notice within such period it shall be deemed to have declined to complete the proposed purchase on the terms and conditions set out in such Loan Purchase Notice and this Agreement. (f) Upon its acceptance of a Loan Purchase Notice, there shall exist a binding agreement between the Seller and the Purchaser for the purchase by the Purchaser from the Seller of the Eligible Loans listed in the relevant Loan Purchase Notice upon the terms and conditions of this Agreement including, without limitation, satisfaction of the conditions precedent in Section 3.1, in the case of the initial purchase, and Section 3.2, in the case of the initial purchase and all subsequent purchases. (g) On each Purchaser Agent by 1:00 p.m. Purchase Date specified in a Loan Purchase Notice, with respect to the Eligible Loans and their Related Security specified in such Loan Purchase Notice, together with all Collections (New York City timecollectively the “Purchased Assets”) at least two Business Days before from the requested Cut-Off Date to the relevant Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle 3, make available pay to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased Aggregate Purchase Price by depositing such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of amount into the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyAccount or, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), if the Seller hereby grants so elects in writing to the Administrator (for Purchaser on or before the benefit of the Administrator, the Purchasersapplicable Purchase Date, the Purchaser Agents and their respective permitted assigns) a security interest in all of shall credit the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Capital Account Ledger with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to all of (or the Commitment(s) portion of the Exiting Purchaser(s). (fAggregate Purchase Price not paid in cash) Each Related Committed Purchaser’s the Aggregate Purchase Price. Upon such payment and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser deposit or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereundercredit, as the case may be, all of the Seller’s beneficial ownership of such Purchased Assets subject to the related Loan Purchase Notice shall not relieve any other be sold, assigned and transferred to the Purchaser on a fully serviced basis effective as of the related Purchase Cut-Off Date and the Seller will execute and deliver the Seller Assignment. (h) On each Purchase Date, the Seller shall provide to the Purchaser (prior to a downgrade of the ratings of the Cash Manager below the Cash Management Deposit Ratings deliver to the Cash Manager and following a downgrade of the ratings of the Cash Manager below the Cash Management Deposit Ratings deposit in the GIC Account) in respect of the Purchased Loans and their Related Committed Security acquired by the Purchaser or LC Participant on such date an amount equal to the aggregate Collections received by the Seller after the applicable Cut-Off Date and prior to such Purchase Date in respect of its obligations hereunder to make payment for any Funded Purchase or such drawingPurchased Loans and their Related Security.

Making Purchases. (a) The Each purchase by Eureka or the Banks shall be made on at least one Business Day’s notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder Agent (which, for any period during which Weekly Reports are required to be delivered pursuant to Section 6.02(g)(ii), shall be provided by delivery of a completed Weekly Report containing information covering the most recently ended reporting period for which such information is required pursuant to Section 6.02(g)(ii)); provided that no more than one purchase shall be made in cash on any day upon the Seller’s irrevocable written one calendar week. Each such notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice purchase shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples amount being referred to herein as the initial “Capital” of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) ), and (Ciii) if the pro forma calculation Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether Eureka has determined to make a purchase and, if so, whether all of the increase in terms specified by the Aggregate Capital resulting from such Seller are acceptable to Eureka. If Eureka has determined not to make a proposed purchase. (b) On , the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each purchase requested Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased, whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which shall be one day if the Seller pursuant to Section 1.2(ahas not selected another period); provided, each applicable Conduit Purchaser or Related Committed Purchaserhowever, as that during the case may beTerm Period for any Bank, such Bank shall, upon satisfaction on the date of such purchase, instruct the applicable conditions set forth in Exhibit II, Agent to make available to the Seller in same day funds, at the Purchase Account (or account set forth in the Funds Transfer Letter such other account as may be designated in writing by Bank’s ratable share of the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to of the undivided percentage ownership interest then in the Receivable Interest being purchased acquired by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit Bank out of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies funds available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described therefor in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)Collateral Advance Account. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”); provided, that at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Purchaser hereunder and the Seller has entered into a PINACLE Agreement, then any request for a Purchase made by the Seller using PINACLE shall constitute a Purchase Notice. Each Purchase Notice shall be delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 before 3:00 p.m. (New York City timetime on the requested Purchase Date for a Purchase made pursuant to PINACLE or, otherwise: (i) before 12:00 Noon New York City time on the requested Purchase Date for a Funded Purchase equal to or less than $50,000,000 and (ii) before 2:00 p.m. New York City time for all other Funded Purchases at least two one (1) Business Days Day before the requested Purchase Date), and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each Purchaser Group (such amount, which which, with respect to Dollar Purchases, shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator) and shall be in integral multiples of $1,000,000 100,000 in excess thereof and, with respect to Alternative Currency Purchases, shall not be less than €300,000 (or such lesser amount as agreed to by the Administrator) and shall be in integral multiples of €100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased in each case, with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and Day or in the case of an Alternative Currency Purchase, a Settlement Date), (C) the pro forma calculation currency denomination in which the Funded Purchase is to be made, (D) for Funded Purchases being funded by a Purchaser other than through the issuance of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase.Notes (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction 6.1 of the applicable conditions set forth Existing Agreement is hereby deleted and replaced in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security its entirety with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “the "Purchase Notice”") delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other First Union Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 2000006163185, ABA # 000000000, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to to, and other proceeds of, such Pool ReceivablesReceivables and Related Security, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and such amounts on deposit therein, (v) all rights (but none books and records of the obligations) each Receivable, and all rights, remedies, powers and privileges of the Seller under the Purchase and Sale Agreement in any accounts into which Collections are or may be received and (vi) all proceeds and products of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 1.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City before 11:00 a.m., Chicago time) at least two three Business Days before prior to the requested Purchase Datedate of purchase, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 500,000 and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in Capital. If the Aggregate Capital resulting from Agent, in its sole discretion, approves such purchase, the Agent shall promptly (but in any event, prior to 1:00 p.m. (Chicago time) on such date) notify each Purchaser of the Agent’s receipt of such notice and the amounts of the requested aggregate purchase thereunder (and each such Purchaser’s Pro Rata Share thereof). (b) On Each Purchaser shall remit its Pro Rata Share of the requested Capital to the Agent by no later than 10:00 a.m. (Chicago time) on the requested purchase date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallspecified in such notice. The Agent, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereof, shall make available to the Seller by no later than 2:00 p.m. on the requested date of any approved purchase, in same day funds, at the Purchase Account (or such other Seller’s account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)no. 5800363490 at LaSalle Bank National Association, ABA 000000000, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) If the Agent has not received notice from a Purchaser that such Purchaser will not make any requested Purchase prior to such time (all such Purchasers that have not so notified the Agent, being “Participating Purchasers”), the Agent shall be entitled to assume each such Participating Purchaser’s participation in such purchase and may, but shall not be required to, remit funds on behalf of each such Participating Purchaser to fund the purchase of such undivided percentage ownership interests on such Participating Purchaser’s behalf. If and to the extent that a Participating Purchaser does not settle with the Agent as required under this Agreement (a “Defaulting Purchaser”), the Seller and the Defaulting Purchaser severally agree to repay the Agent forthwith on demand, such amount required to be paid by the Defaulting Purchaser to the Agent, together with interest thereon for each day from the date such amount is made available to the Seller until the date such amount is repaid to the Agent (x) in the case of the Defaulting Purchaser, at the rate published by the Federal Reserve Bank of New York on the next succeeding Business Day as the “Federal Funds Rate” or if no such rate is published for any Business Day, at the average rate quoted for such day for such transactions from three (3) federal funds brokers of recognized standing selected by the Agent and (y) in the case of the Seller, at the interest rate applicable at such time to the Capital; provided that (i) Seller’s obligation to repay such advance to the Agent shall not relieve such Defaulting Purchaser from its obligation to repay the Agent for its failure to settle as provided in this Agreement and (ii) in no event shall the Agent or any other Purchaser be responsible for any failure by any other Purchaser to fund its Pro Rata Share of any offered Purchased Interest hereunder. If such amounts are repaid by the Seller, the Agent shall make appropriate adjustments to the Capital and the Purchased Interest to reflect the reversal of the incremental undivided percentage ownership interests in the Purchases Interest resulting therefrom. Unless and until the Agent is reimbursed as required above, the Agent shall be deemed the owner of the undivided percentage ownership interest in the Purchased Interest associated with that portion of the Capital it advanced, the Agent shall be deemed the Purchaser of such percentage ownership interest and shall be entitled to all rights and benefits as such hereunder. (d) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator Agent, for the ratable benefit of each of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other products and proceeds of, such Pool Receivables and Related Security. (de) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Agent, for the ratable benefit of the Administrator, itself and the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Agent shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator it hereunder and the Purchasersunder law, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each incremental purchase of a Receivable Interest (including any purchase made upon the expiration of a Fixed Period) shall be made on at least three Business Days’ notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Agent. Each such Purchase Request shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator A and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, being referred to herein as the Capital relating to the undivided percentage ownership interest initial “Capital” of each Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) the pro forma calculation desired duration of the Purchased Interest after giving effect initial Fixed Period for each such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether the Issuer has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the increase in Issuer. If the Aggregate Capital resulting from Issuer has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests being purchased, the Assignee Rate for the Fixed Period for such Receivable Interest, and the duration of the Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period). (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser Issuer or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Agent in writing, an amount equal to the portion initial Capital of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserReceivable Interest. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and the other Transaction Documents to Section at any time in an amount which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Sellerwould exceed such Bank’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not Bank Commitment less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) such Bank’s Percentage of the Exiting Purchaser(s). (f) outstanding and unpaid Capital of the Issuer. Each Related Committed PurchaserBank’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required for any Funded Purchase or such drawingpurchase.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “the "Purchase Notice”") delivered to the Administrator and each Purchaser Conduit Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Conduit Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller with respect to each Conduit Purchaser (such amount, which shall not be less than $5,000,000 250,000 for each Conduit Purchaser and shall be in integral multiples of $1,000,000 100,000 in excess thereofthe aggregate, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Groupby such Conduit Purchaser), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser (or Related Committed Purchaser, as the case may be, related Conduit Agent on its behalf) shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (PNC Bank, National Association, account number 0000000000, ABA 000000000 or such any other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, an amount equal to the portion of its Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator (for the benefit of the Purchasers (ratablyConduit Purchasers, based on to the Aggregate Capital plus the LC Participation Amount outstanding at such time for extent of each such Conduit Purchaser’s Capital's undivided percentage ownership interest) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Conduit Purchasers a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.Pool

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided variable percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.14(b)), the amount requested to be paid to the Seller with respect to each Conduit Purchaser (such amount, which shall not be less than $5,000,000 1,000,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided variable percentage ownership interest then being purchased with respect to each Purchaser Groupby such Conduit Purchaser), (B) the date of such purchase Funded Purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided variable percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser (or Related Committed Purchaser, as the case may be, related Purchaser Agent on its behalf) shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other PNC Bank, National Association, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 1019809357, ABA No. 000000000, an amount equal to the portion of its Capital relating to the undivided variable percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Funded Purchase or other Transfer pursuant to this AgreementAgreement and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator (for the benefit of the Purchasers (ratably, ratably based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capitaltime,) an undivided variable percentage ownership interest in: (ia) each Pool Receivable then existing, (iib) all Related Security with respect to such Pool Receivables Receivables, and (iiic) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (id) all Pool Receivables, (iie) all Related Security with respect to such Pool Receivables, (iiif) all Collections with respect to such Pool Receivables, (ivg) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”) (it being understood that Pool Assets shall not include any amounts deposited by any Purchaser into the Seller’s account pursuant to Section 1.2(b)). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all in accordance with this grant of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementsecurity interest. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, each LC Participant shall, automatically and is continuingwithout further action of any kind upon the effective date of issuance of such Letter of Credit, the Seller may request, have irrevocably been deemed to have made a Funded Purchase hereunder in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.1(b) or Section 1.14 upon such draw in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to its Pro Rata Share of such unreimbursed draw. If the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make Bank pays a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunderthat is not reimbursed by the Seller on the applicable Drawing Date, as the case may beLC Bank shall be deemed to have made a Funded Purchase hereunder in the amount equal to its Pro Rata Share of such unreimbursed drawing. All such Funded Purchases shall accrue Discount from the date of such draw. In the event that any Letter of Credit expires or is surrendered without being drawn (in whole or in part) then, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder in such event, the foregoing commitment to make payment for any Funded Purchase or Purchases shall expire with respect to such drawingLetter of Credit and the LC Participation Amount shall automatically reduce by the amount of the Letter of Credit which is no longer outstanding.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Facility Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Facility Agent by 1:00 p.m. (before 11:00 a.m., New York City time): (i) at least two three Business Days before the requested purchase date, in the case of a Funded Purchase Dateto be funded at the Yield Rate and based upon the Euro-Rate, and (ii) at least one Business Day before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Base Rate, which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be anything in integral multiples excess of $1,000,000 in excess thereofshall be an integral multiple of $100,000), being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and ), (C) the pro forma calculation of desired funding basis and Yield Period for such Funded Purchase (which shall be based upon the Purchased Interest Euro-Rate or the Base Rate) and (D) a Daily Report after giving effect to the increase in Capital. Each Funded Purchase described above shall be made by the Aggregate Capital resulting from Banks ratably in accordance with their Pro Rata Shares; provided, however that the failure of any Bank to make a Funded Purchase hereunder shall not in itself relieve any other Bank of its obligation to make any Funded Purchase hereunder (it being understood that no Bank shall be responsible for the failure of any other Bank to make any Funded Purchase required by such purchaseother Bank hereunder). (b) On the date of each purchase requested by Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Bank shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Facility Agent who will make available to the Seller in same day funds, at the Purchase Account PNC, account number 1000310054, ABA 043000000 (or xx such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Facility Agent), ) an amount equal to the such Bank's pro rata portion of the Capital relating to the undivided percentage ownership interest then being purchased by ratably, according to such PurchaserBank's Pro Rata Share. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator Facility Agent for the benefit of the Purchasers Banks (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capitalratably according to their Pro Rata Shares) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator Collateral Agent (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assignsBanks) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and Collection Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and Collection Account and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator Collateral Agent (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assignsBanks) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and Collateral Agent (on behalf of the PurchasersBanks), all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingWhenever the Banks issue a Letter of Credit pursuant to Section 1.15 hereof, the Seller may requestBanks shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably deemed to make a Funded Purchase hereunder in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.18 upon such draw. All such Funded Purchases shall comprise Base Rate Portions of Capital in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) amount of such draw (without regard to the Exiting Purchaser(snumerical requirements set forth in Section 1.2(a). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder ), shall be severalmade ratably by the Banks according to their Pro Rata Shares, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereundershall accrue Discount, and may be converted, continued, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder repaid according to make payment for any Funded Purchase or such drawingSection 1.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two one (1) Business Days Day before the requested Purchase Date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each Purchaser Group (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator) and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from Capital. Following receipt of a Purchase Notice, each Purchaser Agent will determine whether the Conduit Purchasers in its Purchase Group agree to make the purchase of the Purchaser Group’s Ratable Share of such purchasePurchase. If the Conduit Purchasers in any Purchaser Group declines to make a proposed Purchase, the Purchaser Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Purchase Notice. In the absence of such a cancellation, the applicable Purchaser Group’s Ratable Share of the requested Purchase will be made by the Related Committed Purchasers in such Purchaser Group ratably based on their Ratable Shares. The Committed Purchasers in a Purchaser Group will not fund any portion of a Purchase unless the Conduit Purchasers in its Purchase Group have declined to fund such portion. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Administration Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being purchased funded by such Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythe Purchased Interest. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller describing as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, in the event that no such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.15 upon such draw or through the distribution of such LC Participant’s Pro Rata Share of the amount on deposit in the LC Collateral Account, each LC Participant shall, automatically and without further action of any kind have irrevocably been deemed to have made a Funded Purchase hereunder in an amount equal to such LC Participant’s Pro Rata Share of such unreimbursed draw and the failure to reimburse pursuant to Section 1.15 shall not result in a Termination Event hereunder. If the LC Bank pays a drawing under a Letter of Credit that is not reimbursed by the Seller on the applicable Drawing Date or Unmatured through the distribution of the LC Bank’s Pro Rata Share of the amount on deposit in the LC Collateral Account, the LC Bank shall be deemed to have made a Funded Purchase in an amount equal to its Pro Rata Share of such unreimbursed draw. All such Funded Purchases shall accrue Discount from the date of such draw and such deemed Funded Purchase shall not result in a Termination Event exists and hereunder. In the event that any Letter of Credit expires or is continuingsurrendered without being drawn (in whole or in part) then, in such event, the foregoing commitment to make Funded Purchases shall expire with respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by the face amount of the Letter of Credit which is no longer outstanding. (f) The Seller may requestmay, in a with the written notice given to consent of the Administrator and each Purchaser AgentAgent (and, in the case of a new related LC Participant, the LC Bank) (in each case, such consent not less than 30 days and not more than 90 days prior to each anniversary be unreasonably withheld, delayed or conditioned), add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or with the written consent of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer applicable Purchaser Agent cause an existing Related Committed Purchaser or related LC Participant to increase its Commitment in writing (it being understood that connection with a corresponding increase in the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determinationPurchase Limit; provided, that the failure Commitment of any Related Committed Purchaser or related LC Participant may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser, Related Committed Purchaser or related LC Participant (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator to affirmatively notify and the Seller Seller, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement shall, in the case of any Purchasers’ election regarding new Purchaser Group, be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fg) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make any Purchase hereunder or a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, (i) (A) the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of the related Purchase (based on their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser)) or (B) the non-defaulting related LC Participants in such defaulting related LC Participant’s Purchaser Group shall fund the defaulting related LC Participant’s Pro Rata Share of the related drawing (based on their relative Pro Rata Shares (determined without regard to the Pro Rata Share of the defaulting related LC Participant)); and (ii) (A) if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase shall be funded by each other Purchaser Group ratably (based on their relative Purchaser Group Ratable Shares) and applied in accordance with this paragraph (g) or (B) if there are no other related LC Participants in such Purchaser Group or if such other related LC Participants are also defaulting related LC Participants, then such defaulting related LC Participant’s Pro Rata Share of such drawing shall be funded by each other Purchaser Group ratably (based on their relative Pro Rata Shares) and applied in accordance with this paragraph (g). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser or related LC Participant shall be required to make a Purchase or payment with respect to such drawing pursuant to this paragraph (g) for an amount which would cause the aggregate Capital of such Related Committed Purchaser or Pro Rata Share of the face amount of any outstanding Letter of Credit of such related LC Participant (after giving effect to such Purchase or payment with respect to such drawing) to exceed its Commitment.

Making Purchases. (a) The Each purchase of a Receivable Interest by the Purchasers shall be made on at least three Business Days' notice from the Seller may request to the Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being referred to herein as the Capital relating to initial "Capital" of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) if the pro forma calculation Assignee Rate is to apply to such Receivable Interest, the duration of the Purchased initial Fixed Period for such Receivable Interest. The Conduit Purchaser shall promptly notify the Seller and the Agent whether it has determined to make the requested purchase on the terms specified by the Seller. If the Conduit Purchaser has determined not to make the entire amount of a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Bank Purchasers concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of the Receivable Interest after giving effect being purchased by such Bank Purchasers (which amount shall be, subject to clause (e) below, equal to the increase portion of the purchase price not funded by the Conduit Purchaser), each such Bank Purchaser's portion thereof (determined ratably in accordance with their respective Commitments), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period in accordance with the provisions set forth in the Aggregate Capital resulting from such purchasedefinition of "Fixed Period"). (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, and/or Bank Purchasers shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an aggregate amount equal to the portion initial Capital of such Receivable Interest, at the account set forth in the Funds Transfer Letter; provided, however, if such purchase is being made by the Bank Purchasers following the designation by the Agent of an Amortization Date for a Receivable Interest owned by the Conduit Purchaser pursuant to clause (i)(a) of the definition of Amortization Date and any Capital relating of such Receivable Interest is outstanding on such date of purchase, the Seller hereby directs the Bank Purchasers to pay the proceeds of such purchase (to the undivided percentage ownership interest then being purchased by extent of the outstanding Capital on such Receivable Interest of the Conduit Purchaser) to the Agent's Account, for application to the reduction of the outstanding Capital of such Receivable Interest of the Conduit Purchaser. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchaser(s) making such purchase or reinvestment, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased or in respect of which the reinvestment is being made, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, the Conduit Purchaser shall not make purchases under this Agreement and agreement at any time in an amount which would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, Program Limit less the “Obligations”), aggregate outstanding Capital held by the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCConduit Purchaser. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingNotwithstanding the foregoing, a Bank Purchaser shall not be obligated to make purchases under this Section 2.02 at any time in an amount which would exceed such Bank Purchaser's Commitment less the Seller may request, in a written notice given to sum of (i) the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary portion of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal Capital held by such Purchasers to grant the requested extension. If the Purchasers Bank Purchaser, plus (ii) such Bank Purchaser's ratable share (determined in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign accordance with their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(srespective Liquidity Commitments) of the Exiting Purchaser(saggregate outstanding portion of Capital held by the Conduit Purchaser (whether or not any portion thereof has been assigned by the Conduit Purchaser under an Asset Purchase Agreement). (f) , determined after giving effect to any reductions of the Capital held by the Conduit Purchaser to be made on the date of such purchase from the proceeds of purchases by the Bank Purchasers. Each Related Committed Bank Purchaser’s and LC Participant’s obligations hereunder 's obligation shall be several, such that the failure of any Related Committed Bank Purchaser or LC Participant to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Bank Purchaser or LC Participant of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, but no Bank Purchaser shall be responsible for the failure of any Funded Purchase or such drawingother Bank Purchaser to make funds available in connection with any purchase.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time) at least two Business Days before ), on the requested proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether the respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make a proposed purchase, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks of such Purchaser concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by each such Purchaser’s or Bank’s ratable share (based on the applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool Receivables. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool Receivables, (iii) all Collections with respect to Bank less such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) outstanding and unpaid Capital of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)its related Purchaser. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required to be funded for any Funded Purchase or such drawingpurchase pursuant to clause (b) of this Section 1.02.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s Servicer's irrevocable written notice notice, substantially in the form of Annex B Exhibit VIII hereto (each, a “"Purchase Notice”) "), delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 4.2 (which notice Purchase Notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City not later than 9:00 a.m., Los Angeles time) at least two on the second Business Days before Day prior to the requested related Purchase Date. Each Purchase Notice shall specify, and which notice shall specify with respect to each Seller, (A) the amount requested aggregate outstanding principal balances of such Seller's Eligible Receivables with respect to be paid which such Seller proposes to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the sell an undivided percentage ownership interest then being purchased with respect to each the Purchaser Group), and (B) the proposed date of such purchase (which shall must be a Business Day) and on which each Seller proposes to sell to the Purchaser such undivided percentage ownership interest (Ceach such date, a "Purchase Date"). No day shall be selected as a Purchase Date if the related Due Date would occur after the Facility Termination Date. Not later than 9:00 a.m. (Los Angeles time) on the pro forma Business Day following its receipt of each Purchase Notice, the Purchaser shall send to the Servicer a notice setting forth a calculation of the Purchased Interest after giving effect relating to each Seller, including a description of (i) the amount to be paid by the Purchaser with respect to such Purchased Interest to the increase Servicer on the related Purchase Date for the account of the applicable Seller (such amount with respect to such Purchased Interest being referred to as the "Purchaser's Investment") and (ii) the aggregate Yield to accrue with respect to such Purchased Interest for the actual number of days in the Aggregate Capital resulting from Yield Period commencing on the applicable Purchase Date (such purchaseaggregate Yield with respect to such Purchased Interest being referred to as the "Yield Reserve"), it being understood and agreed that the calculation of the Yield Reserve shall not limit the effect of the proviso to the definition of Yield in Exhibit I or the effect of Exhibit VII. The Purchaser shall calculate the Purchaser's Investment with respect to a Purchased Interest as an amount which, when added to the related Yield Reserve, is as close is as reasonably practicable to (but not in excess of) the aggregate outstanding principal balance of the related Eligible Receivables set forth in the related Purchase Notice; it being understood and agreed that the aggregate outstanding Purchaser's Investments shall not exceed the Purchaser's Investment Limit and that this sentence shall not limit any other provision of this Agreement (including Exhibit VII). Each Seller shall send to the Purchaser for receipt by the Purchaser not later than the Business Day prior to the related Purchase Date, a list of such Seller's Receivables the outstanding principal balances of which were reflected in the related Purchase Notice (such Receivables being referred to as the "Listed Receivables"), which list shall identify the invoice number, outstanding principal balance and maturity date of each such Receivable (in each case as of the date of the related Purchase Notice). (b) On each Purchase Date, the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available pay to the Seller Servicer, for the account of the related Seller, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital Purchaser's Investment relating to the undivided percentage ownership interest then being purchased from such Seller, by remitting such funds to Bank of America National Trust and Savings Association, ABA No. 000000000, Account No. 1233112850, reference "Mattel Sales Receivables", or to such other account as the Sellers may designate in writing to the Purchaser. (c) Effective on the date of On each Purchase pursuant to this AgreementDate, effective upon the payment contemplated by Section 1.2(b) (and without the necessity of any formal or other instrument of assignment or other further action), each Seller hereby severally sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Purchaser an undivided percentage ownership interest in: in (i) each Pool Listed Receivable then existingof such Seller, (ii) all Related Security with respect to such Pool Receivables and Receivables, (iii) all Collections with respect toto such Receivables (including Collections received on and after the date on which the related Purchase Notice is sent to the Purchaser and prior to the related Purchase Date), and other (iv) all proceeds of, such Pool Receivables and Related Securityall amounts received or receivable under any or all of, the foregoing. (d) To secure all of the Seller’s obligations (monetary or otherwise) of each Seller Party under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, the “Obligations”), the each Seller hereby severally grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the such Seller’s 's right, title and interest (including any undivided interest of the such Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool ReceivablesListed Receivables of such Seller, (iiB) all Related Security with respect to such Pool Receivables, (iiiC) all Collections with respect to such Pool Receivables, Receivables (iv) including Collections received on and after the Lock-Box Accounts date that the related Purchase Notice is sent to the Purchaser and all amounts on deposit thereinprior to the related Purchase Date), and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viD) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersPurchaser, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a purchase to be funded at the Alternate Rate and based upon the Eurodollar Rate, (ii) at least two Business Days before the requested Purchase Datepurchase date, in the case of a purchase to be funded at the Alternate Rate and based upon the Base Rate, and (iii) at least one Business Day before the requested purchase date, in the case of a purchase to be funded at the CP Rate, which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and ), (C) the desired funding basis for such purchase (which shall be based upon the Eurodollar Rate, the Base Rate or the CP Rate) and (D) a pro forma calculation of the Purchased Interest after giving effect to the increase in Capital. If the Aggregate Capital resulting from Seller has requested that the purchase be funded at the CP Rate, the Administrator shall promptly thereafter notify the Seller whether the Issuer has exercised its discretion not to fund such purchase with the issuance of Notes because such purchase with the issuance of Notes would be economically inadvisable to the Issuer, the Administrator, the Seller or any other similarly situated Person, or otherwise not permitted, in which case the Seller shall be deemed to have not requested such purchase. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other The Chase Manhattan Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 000-0-00000, ABA 021-000021, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two one Business Days Day before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 with respect to each Purchaser Group and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the aggregate of Capital of each Purchaser within such Purchaser Group relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase Purchase (which shall be a Business Day) ), and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in Aggregate Capital. If the Aggregate Capital resulting Purchase is requested from a Conduit Purchaser and such purchaseConduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Disbursement Account, an amount equal to such Conduit Purchaser’s Purchaser Group Ratable Share of such Purchase on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall transfer the applicable Purchaser Group’s Ratable Share of each Purchase (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the Disbursement Account on the Purchase Date and shall use its reasonable best efforts to make such transfer by no later than 4:00 p.m. (New York time) on such Purchase Date. (b) On the date of each purchase requested by Purchase, each Purchaser (or the Seller pursuant to Section 1.2(arelated Purchaser Agent on its behalf), each applicable Conduit Purchaser or Related Committed Purchaser, as shall upon the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at PNC Bank, account number 1011551718, ABA 000000000 (the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent“Disbursement Account”), an amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Purchasers a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts (and related lock-boxes) and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts (and such related lock-boxes) and amounts on deposit therein, (v) all books and records of each Receivable, all rights, remedies, powers and privileges of the Seller in any accounts into which Collections are or may be received, (vi) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and under the Sale Agreement, (vivii) all rights (but none of the obligations) of BPI under the Sale Agreement, and (viii) all proceeds and products of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Purchasers shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. In connection with the grant of the transfer of ownership of those assets set forth in Section 1.2(c) or the security interest in the Pool Assets set forth in this Section 1.2(d), by signing this Agreement in the space provided, the Seller hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may requestwritten consent of each Originator, in a written notice given to the Administrator and each Purchaser, add additional Persons as Purchasers (either to an existing Purchaser AgentGroup or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Datehowever, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the consent of such Purchaser. Each new Purchaser (or Purchaser Group) and each Purchaser increasing its Commitment shall become a party hereto or increase its Commitment, as the case may be, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the PurchasersAdministrator, the Purchaser Agents and the Administrator shall enter into such documents as Seller an Assumption Agreement in the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In form of Annex C hereto (which Assumption Agreement shall, in the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller case of any Purchasers’ election regarding new Purchaser or Purchasers be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser’s Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s Purchaser Group may in their sole discretion purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers or elect not to take up all of the defaulting Related Committed Purchaser’s share, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase may, (subject to the consent of each Purchaser in each other Purchaser Group) be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause (i) the Aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment or (ii) the sum of the Aggregate Capital of all Purchasers in the Purchaser Group of such Related Committed Purchaser (after giving effect to such Purchase) to exceed the sum of the Commitments of all of the Purchasers in such Purchaser Group.

Making Purchases. (a) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest Participation hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the second Business Days before Day next preceding the requested date of such proposed Purchase. Each such notice of any such proposed Purchase Date, and which notice shall specify (A) the desired amount requested to be paid to the Seller from each Purchaser Group (such amount, which amount shall not be less than $5,000,000 1,000,000 (or such lesser amount as agreed to by the Administrator and each Purchaser Agent) and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) Purchase and (C) the pro forma calculation desired duration of the Purchased Interest after giving effect Yield Period for the resulting Participation. Each Purchaser Agent shall select the duration of such initial Yield Period, and each subsequent Yield Period in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to the increase in the Aggregate Capital resulting from such purchaseaccommodate Seller’s preferences. (b) On the date of each purchase requested by Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Participation hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller its related Purchaser Agent in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion of Capital Investment relating to the undivided percentage ownership interest then being purchased funded by such PurchaserPurchaser (and set forth in each notice delivered in accordance with Section 1.2(a)), and after the related Purchaser Agent’s receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, as described in Section 1.1(a), or, in the case of any reinvestment, ratably based on the Aggregate Capital plus the LC Participation Amount outstanding aggregate Investment of each such Purchaser at such time for each such Purchaser’s Capitaltime) an undivided percentage ownership interest in: in and to the extent of the Participation (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Lock Box Accounts and all amounts on deposit thereintherein representing proceeds of the Pool Receivables and proceeds of the Related Security with respect thereto, the Collection Account and Liquidation Account and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing such Lock-Lock Box Accounts Accounts, Collection Account and Liquidation Account and such amounts on deposit therein, (vE) all rights (but none of the obligations) of the Seller under the Purchase and Sale Contribution Agreement and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided The Seller may, with the written consent of the Administrator and the Majority Purchasers, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, (i) that no Termination Event the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser, and (ii) a Purchaser may only be added to an existing Purchaser Group with the consent of each Purchaser within such Purchaser Group. Each new Purchaser (or Unmatured Termination Event exists Purchaser Group) shall become a party hereto, by executing and is continuing, the Seller may request, in a written notice given delivering to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are fully committed or are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Each Purchase shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (eachAgent, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 11:00 A.M. (New York City time) at least two on the third Business Days Day before the date of such Purchase if the Seller requests as the Investor Rate the CP Rate or the Assignee Rate in connection with such Purchase and not later that 11:00 A.M. (New York City time) on the fifth Business Day before the date of such Purchase if the Seller requests as the Investor Rate either the MTN Fixed Rate or the MTN Floating Rate in connection with such Purchase. Each such notice of a proposed Purchase (i) if the Seller requests as the Investor Rate the CP Rate or the Assignee Rate in connection with such Purchase, shall be by telephone, telecopier, telex or cable, specifying the requested Purchase Date, and which notice shall specify (A) the amount requested of such Purchase to be paid to the Seller and (B) Business Day of such amountPurchase and duration of the initial Fixed Period for the Eligible Asset to be purchased and (ii) if the Seller requests as the Investor Rate either the MTN Fixed Rate or the MTN Floating Rate in connection with such Purchase, which shall not be less than $5,000,000 and shall be by telephone (confirmed immediately in integral multiples writing) or by telecopier, telegraph, telex or cable, confirmed immediately in writing, in substantially the form of $1,000,000 a Notice of Purchase and/or Investor Rate referred to in excess thereofSection 2.04, being specifying therein the Capital relating requested (A) amount of such Purchase to be paid to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)Seller, (B) the date Business Day of such purchase (which shall Purchase and duration of the initial Fixed Period for the Eligible Asset to be a Business Day) purchased and (C) the pro forma calculation of other information to establish such Investor Rate as required by Section 2.04. The Investor shall promptly notify the Purchased Interest after giving effect Agent whether it has determined to make such Purchase. The Agent shall promptly thereafter notify the increase Seller whether the Investor has determined to make such Purchase and whether the conditions for the requested Investor Rate set forth in the Aggregate Capital resulting from such purchase. (b) Section 2.04 have been satisfied. On the date of each purchase requested by Purchase, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Investor shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller Agent the amount of its Purchase by deposit of such amount in same day funds to the Agent's Account, and, after receipt by the Agent of such funds, at the Purchase Account (or Agent will cause such other account as may funds to be designated in writing by made immediately available to the Seller to the Administrator and each Purchaser Agent)at Citibank's office at 399 Xxxx Xxxxxx, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective Xxx Xxxx, Xxx Xxxx. Xxe Investor shall on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the AdministratorPurchase, and the Administrator Owner of each Eligible Asset shall so on the first day of each Fixed Period (other than the initial Fixed Period) for such Eligible Asset, notify the Seller of such determination; provided, that the failure Agent of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding Investor Rate for such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)Fixed Period. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller Acquirer may request a purchase (but not reinvestment) from time to time enquire of undivided percentage ownership interests with regard the Originator, or the Originator may from time to time notify the Acquirer, as to the Purchased Interest hereunder availability of Loans and their Related Security to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received acquired by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before Acquirer from the requested Purchase Date, and which notice shall specify (A) the amount requested Originator pursuant to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchasethis Agreement. (b) On Upon receiving notice from the date of each purchase requested by Acquirer, or having delivered notice to the Seller Acquirer, pursuant to Section 1.2(a2.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, the Originator shall have the obligation to deliver an irrevocable written notice containing the information specified in Section 2.2(c) and in the form of Schedule 2.2(b) or a form similar thereto (each, a “Loan Purchase Notice”) to the Acquirer in accordance with Section 9.3 (each such Loan Purchase Notice must be received by the Acquirer prior to 11:00 a.m. (Montreal time) on the related Purchase Date (unless otherwise agreed to by the Acquirer)), pursuant to which the Originator shall irrevocably offer to sell to the Acquirer Eligible Loans having an aggregate Current Balance at least equal to the amount requested by the Acquirer or, if the Originator does not own sufficient Eligible Loans to satisfy such required amount, Eligible Loans having an aggregate Current Balance as close as possible to such required amount. (c) Each Loan Purchase Notice for a purchase of Loans shall: (i) specify the date (each, a “Purchase Date”) on which the purchase and sale of the Loans and their Related Security identified in such Loan Purchase Notice is to take place and the Cut-Off Date for such purchase; (ii) specify the Aggregate Purchase Price owed by the Acquirer to the Originator for the Loans identified in such Loan Purchase Notice; (iii) contain a listing of the Loans to be purchased on the Purchase Date including: (A) for each Loan subject to such Loan Purchase Notice: (1) the Originator’s identification number for such Loan; (2) the name of the Borrower in respect of such Loan; (3) the municipal street address, city, province and postal code of the related Property; (4) the aggregate amount advanced in respect of the Loan; (5) if applicable, the date(s) on which adjustments in interest are to take place or may be effected by the lender pursuant to the Hypothec Terms in respect of the Loan; (6) if applicable, the remaining amortization period in respect of such Loan; (7) the Current Balance (excluding Capitalized Interest and Capitalized Arrears, if any) of such Loan as of the related Cut- Off Date; (8) the rate of interest chargeable on each such Loan as of the related Cut-Off Date and whether such rate is fixed or variable; (9) if applicable, the maturity date of such Loan; and (10) if other than the Originator, the lender on title to the Hypothec in respect of the Loan. (B) for all Loans subject to such Loan Purchase Notice, on an aggregate basis: (1) the weighted average interest rate chargeable on all of the Loans included in such Loan Purchase Notice, if applicable; (2) the weighted average amortization period for such applicable Loans (in months), if applicable; (3) the current index, prime or other reference rate(s) applicable to such Loans as at the Cut-Off Date; (4) the number of Loans identified in the Loan Purchase Notice; and (5) the aggregate Current Balance as of the related Cut-Off Date of such Loans. (d) If the Acquirer agrees to the terms and conditions set out in the Loan Purchase Notice it shall signify its acceptance thereof by executing and returning such Loan Purchase Notice to the Originator on the same day as the day of receipt thereof. (e) If the Acquirer fails to accept such Loan Purchase Notice within such period it shall be deemed to have declined to complete the proposed purchase on the terms and conditions set out in such Loan Purchase Notice and this Agreement. (f) Upon its acceptance of a Loan Purchase Notice, there shall exist a binding agreement between the Originator and the Acquirer for the sale by the Originator and the purchase by the Acquirer from the Originator of all of the Originator’s present and future right, title and interest in, to and under the Loans listed in the relevant Loan Purchase Notice (including for greater certainty, all present and future Additional Loan Advances) upon the terms and conditions of this Agreement including, without limitation, satisfaction of the conditions precedent in Section 3.1, in the case of the initial purchase, and Section 3.2, in the case of the initial purchase of Loans and all subsequent purchases of Loans (it being understood that Sections 3.1 and 3.2 are not separately applicable to the purchase of Additional Loan Advances). (g) On each Purchase Date specified in a Loan Purchase Notice, with respect to the Loans and their Related Security specified in such Loan Purchase Notice, together with all Collections (collectively the “Purchased Assets”) from the Cut-Off Date to the relevant Purchase Date, the Acquirer shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle 3, make available credit to the Seller Originator’s Purchase Price Balance Ledger, with respect to each Loan specified in same day funds, at the Loan Purchase Account (or such other account as may be designated in writing Notice which was originated by the Seller to the Administrator and each Purchaser Agent)Originator, an amount equal to the portion Purchase Price of Capital relating such Loan, which shall evidence the debt of the Acquirer owing for each purchased Loan so acquired. The creation of such debt shall be full consideration for the Purchase Price of the applicable purchased Loan. Upon such credit being made with respect to any such Loan, the Originator’s ownership of such Loan and all related Purchased Assets shall be sold, assigned and transferred to the undivided percentage ownership interest then being purchased by such PurchaserAcquirer effective as of the related Cut-Off Date and the Originator will execute and deliver the Originator Assignment. (ch) Effective on the date of On each Purchase pursuant to this AgreementDate, the Seller hereby sells and assigns Originator shall provide to the Administrator for the benefit Acquirer in respect of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Purchased Loans and their Related Security with respect acquired by the Acquirer on such date an amount equal to the aggregate Collections received by the Originator from the applicable Cut-Off Date and prior to such Pool Receivables Purchase Date in respect of such Purchased Loans and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and their Related Security. (di) To secure all The Purchase Price Balance of each Purchased Loan shall bear interest at a rate equal to the interest rate applicable to such Purchased Loan. (j) Subject to the application of Section 2.2(m) and (n), the Purchase Price Balance of a Purchased Loan and the interest payable on such Purchase Price Balance shall be payable in instalments of principal and interest (for the purposes of this Section 2.2, each a “Purchase Price Instalment”) corresponding to the instalments of principal and interest payable following the Purchase Date by the Borrower in respect of such Purchased Loans (for the purposes of this Section 2.2, each a “Borrower Instalment”) in accordance with the terms of such Purchased Loan. For greater certainty, the parties hereto confirm that to the extent that a Borrower Instalment is not paid in full when due, the Acquirer may delay payment of the Seller’s obligations corresponding portion of the Purchase Price Instalment, subject to the application of Section 2.2(m) hereof. (monetary or otherwisek) Upon the receipt by the Acquirer of any prepayment under a Purchased Loan (for the purposes of this Agreement and the other Transaction Documents to which it is Section 2.2, a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “ObligationsPrepayment”), the Seller hereby grants Acquirer shall immediately pay an amount equal to such Prepayment to the Administrator (for the benefit Originator in reduction of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCPrice Balance. (el) Provided that no Termination Event Upon payment to the Originator by the Acquirer of a Purchase Price Instalment or Unmatured Termination Event exists and is continuingan amount equal to a Prepayment pursuant to Sections 2.2(j) or 2.2(k), the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary Purchase Price Balance of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit relevant Purchased Loan shall be reduced by an amount equal corresponding to the Commitment(s) of the Exiting Purchaser(s)such payment. (fm) Each Related Committed PurchaserNotwithstanding Section 2.2(j), the Purchase Price Balance of a Purchased Loan shall become payable to the Originator in its entirety upon the occurrence of the first of the following events: (i) when the Purchased Loan matures; or (ii) when the Purchased Loan ceases to form part of the covered bond portfolio under the Covered Bond Programme. (n) To the extent that the Guarantor makes, or there is made on its behalf, a payment under the Covered Bond Guarantee, and to the extent that the Acquirer has, on such payment being made, become indebted to the Guarantor for an amount equal to such payment (the “Guarantee Repayment Amount”) pursuant to Section 7.3 of the intercompany loan agreement dated on or about the date hereof between the Guarantor and the Acquirer (as amended, restated or otherwise modified from time to time), the Originators will, on such payment being made, become indebted to the Acquirer for an amount equal to, as to each Originator, each Originator’s Portion of such amount. For purposes hereof, “Originator’s Portion” means, on any day of calculation, a fraction, the numerator of which is the amount standing to each Originator’s Purchase Price Balance Ledger on such day, and LC Participant’s obligations hereunder the denominator of which is the aggregate current outstanding Purchase Price Balance owing by the Acquirer to all Originators. Any amounts owing by each Originator to the Acquirer in respect of such indebtedness shall be severalcompensated or set-off automatically (and without any action being required by the Guarantor, the Acquirer or the Bond Trustee) against any amounts repayable by the Acquirer to such that Originator under the failure terms of this Agreement in repayment of the Purchase Price Balance and interest thereon owing to such Originator. The compensation or set-off amount, as to each Originator, shall be the Canadian Dollar Equivalent of each Originator’s Portion of the Guarantee Repayment Amount, which amount shall be applied to reduce the Purchase Price Balance repayable to such Originator by the Acquirer under this Agreement in the following order of priority: first, to reduce and discharge interest (including accrued interest) due and unpaid on the outstanding Purchase Price Balance owing to such Originator; and second, to reduce and discharge the outstanding Purchase Price Balance owing to such Originator. (o) Notwithstanding any provision contained herein to the contrary, the Acquirer may, at any time, without penalty, accelerate the payment of the Purchase Price Balance of any Related Committed Purchaser Purchased Loan, including by making additional instalments or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or by increasing such drawinginstalments.

Making Purchases. (a) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two three Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to of the Seller Purchases (such amount, which shall not be less than $5,000,000 500,000 and shall be in integral multiples increments of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Purchase (which shall be a Business Day) ), and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting Investment. If the Purchase is requested from a Conduit Purchaser and such purchaseConduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the “Disbursement Account”), an amount equal to such Conduit Purchaser’s Purchaser Group’s Ratable Share of a Purchase on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the applicable Purchaser Group’s Ratable Share of a Purchase (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the Disbursement Account by no later than 4:00 p.m. (New York time) on the Purchase Date. (b) On the date of each purchase requested by Purchase, each Purchaser (or the Seller pursuant to Section 1.2(arelated Purchaser Agent on its behalf), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, shall make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated from time to time specified in writing by the Seller to the Administrator and each Purchaser and Purchaser Agent), an amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s CapitalInvestment) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Blocked Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Blocked Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller describing as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided The Seller may, with the written consent of the Administrator and each Purchaser, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, that no Termination Event the Commitment of any Purchaser may only be increased with the consent of such Purchaser. Each new Purchaser (or Unmatured Termination Event exists Purchaser Group) and is continuing, the Seller may request, in each Purchaser increasing its Commitment shall become a written notice given party hereto or increase its Commitment by executing and delivering to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and an Assumption Agreement in the Servicer form of Annex C hereto (which Assumption Agreement shall, in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller case of any Purchasers’ election regarding new Purchaser or Purchasers be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser’s Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s Purchaser Group shall Purchase the defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of a Purchase, pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser); it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of any Purchase shall be first put ratably to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph (f) for an amount which would cause the aggregate Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment. (g) Notwithstanding anything herein to the contrary, the parties hereto hereby agree that the Seller may make a one-time non-pro rata Purchase from Victory on the date hereof in connection with the closing of this Agreement and the 2010 Transfer Supplement in the amount of $9,100,000.

Making Purchases. (a) The Each purchase by any of the Investors or the Banks shall be made on at least one Business Day's notice from the Seller may request to the Program Agent and each Investor Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and 1,000,000, being referred to herein as the initial "Capital" of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating proportional to the undivided percentage ownership interest then being purchased with respect to Investor Purchase Limit of each Purchaser Group), (Biii) the date of such purchase (which shall be a Business Day) ), and (Civ) if the pro forma calculation Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the increase in Investors. If any Investor has determined not to make the Aggregate Capital resulting from entire amount of a proposed purchase requested to be made by it, the Investor Agent for such Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period). (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed PurchaserInvestors and/or Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIthis Article II and Article III, make available to the Seller in same day funds, funds at the Purchase Account (or such other account as may be designated set forth in writing by the Seller to the Administrator and each Purchaser Agent)Funds Transfer Letter, an aggregate amount equal to the portion initial Capital of such Receivable Interest; provided, however, if such purchase is being made by the applicable Banks following the designation by the Investor Agent for an Investor of a Termination Date for a Receivable Interest owned by such Investor pursuant to clause (i)(a) of the definition of Termination Date and any Capital relating of such Receivable Interest is outstanding on such date of purchase, the Seller hereby directs the applicable Banks to pay the proceeds of such purchase (to the undivided percentage ownership interest then being purchased by extent of the outstanding Capital and accrued Yield on such PurchaserReceivable Interest of such Investor) to the relevant Investor Agent's Account, for application to the reduction of the outstanding Capital and accrued Yield on such Receivable Interest of such Investor. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Program Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyforegoing, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, neither CIESCO nor Gotham shall make purchases under this Section 2.02 at xxx xime in an amount which would exceed the Investor Purchase Limit of such Investor's Group and (ii) all Related Security with respect a Bank shall not be obligated to make purchases under this Section 2.02 at any time in an amount which would exceed such Pool Receivables, Bank's Bank Commitment less the sum of (iii) all Collections with respect to such Pool Receivables, (ivA) the Lock-Box Accounts aggregate outstanding and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing unpaid amount of any purchases made by such Lock-Box Accounts and amounts on deposit therein, Bank under such Bank's Asset Purchase Agreement plus (vB) all rights (but none such Bank's ratable share of the obligations) aggregate outstanding portion of Capital held by the Investor in such Bank's Group (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), after giving effect to reductions of the Seller under Capital held by the Purchase and Sale Agreement and Investor in such Bank's Group to be made on the date of such purchase (vi) all whether from the distribution of Collections or from the proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”of purchases by such Bank). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder Bank's obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, but no Bank shall be responsible for the failure of any Funded Purchase or such drawingother Bank to make funds available in connection with any purchase.

Making Purchases. (a) The Seller may request a purchase [Reserved]. (b) Each Purchase (but not reinvestmentReinvestment) of undivided percentage ownership interests with regard to the Purchased Interest Receivables hereunder to shall be made in cash on any day the requested Purchase date upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.27.2 by 2:00 p.m., which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York, New York City time) , at least two one Business Days Day before the requested Purchase Datedate, and which notice shall specify specify: (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased ) with respect to each Purchaser Group), Group in connection with such Purchase; (Bii) the date of such purchase (which shall be a Business Day) Purchase; and (Ciii) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchasePurchase. (bc) On the date of each purchase requested by the Seller pursuant to Section 1.2(a)Purchase (but not Reinvestment) hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may bebe in accordance with Section 1.1(a), shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased be funded by such PurchaserPurchaser (as determined in accordance with Sections 1.1(a) and 1.2(b)). (cd) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each Reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Purchasers’ respective outstanding Capital plus the LC Participation Amount outstanding at such time for each after giving effect to such Purchaser’s CapitalPurchase) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (de) To It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in the Pool Receivables, all Related Security with respect to such Pool Receivables and all Collections with respect to such Pool Receivables to the Administrator on behalf of the Purchasers pursuant to this Agreement shall constitute a purchase and sale and not a pledge, and such purchase and sale of such Pool Receivables, Related Security and Collections to the Administrator on behalf of the Purchasers, hereunder shall be treated as a sale for all purposes (other than for income tax purposes). If, notwithstanding the foregoing, the conveyance of Pool Receivables, Related Security and Collections to the Administrator on behalf of the Purchasers, is characterized by any Governmental Authority, bankruptcy trustee or any other Person as a pledge or other security for indebtedness, the parties intend that Seller shall be deemed hereunder to have granted, and Seller does hereby grant, to the Administrator, on behalf of the Purchaser Groups, to secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all each Pool Receivables, Receivable; (ii) all Related Security with respect to such Pool Receivables, Security; (iii) all Collections with respect to such Pool Receivables, Collections; (iv) the Lock-Box Accounts and Collection Accounts, the Concentration Account and, in each case, all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, ; (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement; and (vi) all products and proceeds of, and all amounts received or receivable under under, any or all of, of the foregoing (collectively, the “Pool Assets”). The In connection with each Purchase and Reinvestment and the grant of the security interest in the Pool Assets set forth in this Section 1.2(e), the Seller hereby authorizes the filing by the Administrator to file of all applicable UCC financing statements naming and amendments thereto in all jurisdictions necessary to perfect (and to continue the Seller as debtor or seller and describing perfection of) the security interest created hereby, including, without limitation, any financing statement containing a collateral covered thereby as description of “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than language similar thereto. Each of the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided parties hereto intends that no Termination Event Purchase hereunder shall constitute, or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be constitute, a refusal by such Purchasers to grant “security” under U.S. securities laws or within the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) meaning of the Exiting Purchaser(s)UCC. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase Purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. (g) The Seller may, at any time prior to a Termination Event, with the written consent of the Administrator (which consent may be at the Administrator’s reasonable discretion), (i) add additional financial institutions as Purchasers (including by creating new Purchaser Groups) or (ii) cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, that the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator and the Seller, an Assumption Agreement in the form of Annex E hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such drawingnew Purchaser’s Purchaser Group).